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05/16/2024Thursday, May 16, 2024 6:00 PM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Main Library - Council Chambers City Council Meeting Agenda May 16, 2024City Council Meeting Agenda Welcome. We are glad to have you join us. If you wish to address the Council, please complete a Comment Card. Comment Cards are on the right-hand side of the dais by the City Clerk. When recognized, please hand your card to the Clerk, approach the podium and state your name. Persons speaking before the City Council shall be limited to 3 minutes unless otherwise noted under Public Hearings. For other than "Citizens to be heard regarding items not on the Agenda," a spokesperson for a group may speak for 3 minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of 10 minutes. Prior to the item being presented, please obtain the form to designate a spokesperson from the City Clerk. Up to 60 minutes of public comment will be allowed for an agenda item. No person shall speak more than once on the same subject unless granted permission by the City Council. The City of Clearwater strongly supports and fully complies with the Americans with Disabilities Act (ADA). Please advise us at least 48 hours prior to the meeting if you require special accommodations at 727-562-4090. Assisted Listening Devices are available. Kindly refrain from using cell phones and electronic devices during the meeting. Citizens wishing to provide comments on an agenda item are encouraged to do so in advance through written comment. The City has established the following two options: 1) eComments via Granicus - eComments is integrated with the published meeting agenda. Individuals may review the agenda item details and indicate their position on the item. You will be prompted to set up a user profile to allow you to comment, which will become part of the official public record. The eComment period is open from the time the agenda is published. All comments received by 5:00 p.m. the day before the meeting will become part of the official record. 2) Email – Individuals may submit written comments or videos to ClearwaterCouncil@myclearwater.com. All comments received by 5:00 p.m. the day before the meeting will become part of the official record. 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by governmental agencies or groups providing formal updates to Council will be limited to ten minutes.) 4.1 May Service Awards 4.2 Older Americans Month Proclamation - Kerry Marsalek, Chief Operating Officer at Area Agency on Aging of Pasco and Pinellas. 4.3 EMS Week 2024 Proclamation - Anthony Tedesco, EMS Division Chief 4.4 Neighborhoods Day Awards - Samantha Moullet, Neighborhoods Services Manager Page 2 City of Clearwater Printed on 5/14/2024 May 16, 2024City Council Meeting Agenda 5. Approval of Minutes 5.1 Approve the minutes of the April 29, 2024 City Council Meeting as submitted in written summation by the City Clerk. 6. Consent Agenda The Consent Agenda contains normal, routine business items that are very likely to be approved by the City Council by a single motion. These items are not discussed, and may all be approved as recommended on the staff reports. Council questions on these items were answered prior to the meeting. The Mayor will provide an opportunity for a Councilmember or a member of the public to ask that an item be pulled from the Consent Agenda for discussion. Items pulled will receive separate action. All items not removed from the Consent Agenda will be approved by a single motion of the council. 6.1 Approve a Piggyback Dispensing Agreement with Opal Fuels Station Services LLC, for the sale of Renewable Identification Number (RIN) credits associated with the City of Clearwater Compressed natural gas filling station for the term June 1, 2024 through October 19, 2025, with the option of two, one-year renewals pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) 6.2 Authorize a purchase order to Viktor Construction Corp, for various interior and exterior painting, in the not to exceed amount of $650,000.00 for the term May 1, 2024 through July 18, 2026 with one, two-year renewal option in the amount of $600,000.00, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) 6.3 Authorize an increase to existing purchase order with TranSystems Corporation of Clearwater, Florida, for professional engineering services for the development of State Street Park, located at 1312 State Street from $12,500.00 to $135,580.00 pursuant to Request for Qualifications (RFQ) 34-23, Engineering of Record (EOR) continuing service agreement and authorize the appropriate officials to execute same. (consent) 6.4 Authorize a Guaranteed Maximum Price proposal to Keystone Excavators, Inc. of Oldsmar, Florida for the refurbishment of Coachman Ridge Park Pedestrian Bridge in the amount of $345,232.00, pursuant to Request for Qualifications (RFQ) 40-20, Construction Manager at Risk (CMAR) Services Continuing Contracts and authorize the appropriate officials to execute same. (consent) Page 3 City of Clearwater Printed on 5/14/2024 May 16, 2024City Council Meeting Agenda 6.5 Approve a Facility Use Agreement Template between the City of Clearwater and the Clearwater Horseshoe Club, Clearwater Lawn Bowls Club and Clearwater Shuffleboard Club, for the use and supervision of certain city-owned buildings and facilities from June 1, 2024 through May 31, 2025, with five one-year renewal options, and authorize the appropriate officials to execute same. (consent) 6.6 Approve a Purchase Order with Station Square Condominium Association, Inc., of Clearwater FL, for increased building insurance premiums and the 2024 Condo Association owners’ fees in a cumulative not-to-exceed amount of $139,863.42 pursuant to Clearwater Code of Ordinances Section 2.563(1)(d), Non-Competitive purchases, and authorize the appropriate officials to execute same. (consent) 6.7 Approve a purchase order to Millenium Products, Inc. of Saint Petersburg, FL for two Wanco Small-Size Solar Surveillance Camera Trailers in the amount of $108,344.56, pursuant to Clearwater Code of Ordinances Section 2.563 (1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) 6.8 Approve a purchase order increase to H and H Liquid Sludge Disposal, Inc of Branford, FL and Merrell Bros, Inc of Kokomo, IN for the hauling and disposal of biosolids in the cumulative amount of $525,000.00 bringing the total amount to $3,580,800.00 pursuant to Invitation to Bid (ITB) 45-21, Biosolids Management Services and authorize the appropriate officials to execute same. (consent) 6.9 Approve a Work Order to Tetra Tech, Inc., for rehabilitating the effluent sand filters at the City’s Northeast Water Reclamation Facility (23-0045-UT) in the amount of $315,951.00 pursuant to RFQ 34-23, Engineer of Record (EOR) Consulting Services and authorize the appropriation officials to execute same. (consent) 6.10 Approve an increase on purchase order to RDK Assets, Inc of Tampa, FL for solid waste and recycling truck rentals in the amount of $204,000.00 for a total not to exceed amount of $300,500.00 pursuant to Clearwater Code of Ordinances Section 2.563 (1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) 6.11 Appoint Martin D. Kelly to the Sister Cities Advisory Board, as the Business Community Representative, with a term to expire March 31, 2028. (consent) 6.12 Appoint Janel Griffeth Donatto to the Pinellas Opportunity Council, Inc. (Regional Board) to fill the remained of an unexpired term through February 2, 2028. (consent) 6.13 Appoint Linda Byars to the Neighborhood and Affordable Housing Advisory Board, as the citizen representative, to fill the remainder of an unexpired term through November 30, 2025. (consent) Page 4 City of Clearwater Printed on 5/14/2024 May 16, 2024City Council Meeting Agenda 6.14 Reappoint John Renton to the Airpark Advisory Board to a term expiring May 1, 2028. (consent) 6.15 Appoint Juliet Marvenko to the Pension Advisory Committee to a term ending April 1, 2026. (consent) Public Hearings - Not before 6:00 PM 7. Administrative Public Hearings - Presentation of issues by City staff - Statement of case by applicant or representative (5 min.) - Council questions - Comments in support or opposition (3 min. per speaker or 10 min maximum as spokesperson for others that have waived their time) - Council questions - Final rebuttal by applicant or representative (5 min.) - Council disposition 7.1 Approve amendments to the Community Development Code, to provide for accessory dwelling units in certain residential zoning districts, to provide additional standards for car washes, to establish standards for solar energy systems and density bonuses for the use of graywater systems, to update mechanical screening requirements, to remove outdated requirements related to concurrency, to update standards for traffic impact studies, to require a notice of application for Level Two cases prior to the Development Review Committee meeting, and various other formatting and editorial clarifications; and pass Ordinance 9758-24 on first reading. 7.2 Approve the annexation, initial Future Land Use Map designations of Residential Low (RL) and Preservation (P) and initial Zoning Atlas designations of Low Density Residential (LDR) and Preservation (P) Districts for 1239 Brookside Drive together with the abutting right-of-way of Beverly Circle North and pass Ordinances 9759-24, 9760-24, and 9761-24 on first reading. (ATA2024-03002) 7.3 Approve the First Amendment to Development Agreement between the City of Clearwater and Gotham Property Acquisitions, LLC and The DeNunzio Group pursuant to Community Development Code Section 4-606; adopt Resolution 24-09, and authorize the appropriate officials to execute same. (DVA2022-06001A) 7.4 Continue to June 6, 2024: Approve the request to vacate a utility easement defined as the westerly 5 feet of a rear drainage utility easement in lot 10, Block 4, Woodvalley Unit No. 5, a subdivision according to a recorded Plat Book 68, Page 32, in the public records of Pinellas County, Florida and pass Ordinance 9767-24 on first reading. Page 5 City of Clearwater Printed on 5/14/2024 May 16, 2024City Council Meeting Agenda 7.5 Continue to June 6, 2024: Approve the request to vacate an easement defined as the south 5 foot utility easement of Lot 31, Block c, less the west 10 feet, and the north 5 foot utility easement, of lot 32, block c, less the west 10 feet, as recorded in Plat Book 66, Page 16, Sall’s Lake Park, of the public records of Pinellas county, Florida and pass Ordinance 9768-24 on first reading. 7.6 Continue to June 6, 2024: Approve the request to vacate an easement defined as the northern 10 feet of lots 12 and 13, Block 19, Milton Park replat as recorded in plat book 10, page 28 and under OR Book 3750, Page 354, of the public records of Pinellas County, Florida and pass Ordinance 9769-24 on first reading. 7.7 Affirm or Rescind the FDOT Drew Street Project. 7.8 Designate the Clearwater Arts Alliance as the official Arts Alliance for the city of Clearwater and adopt Resolution 24-06. 7.9 Approve a purchase order to United Rentals (North America) Inc. for the rental of eight portable pumps for term June 1, 2024 through August 27, 2024, with an optional three-month extension, valid November 30, 2024, if the underlying contract is renewed in the total not-to-exceed amount of $139,176, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), piggyback, and authorize the appropriate officials to execute same. 8. Citizens to be heard re items not on the agenda - For purposes of this role, “items pertaining to city business” includes any matter within the Council’s or the City Manager’s power to act, any matter that the Council previously voted on or discussed at the dais, or any matter discussed by or scheduled to be considered by another governmental entity that affects the operation of the City. Each person who wishes to address the Council shall complete a comment card and submit the card to the City Clerk (right-hand side of dais) before the speaker will be permitted to speak. However, if the speaker has just arrived or decided to speak, the Chair may allow the card to be filled out after speaking. Individuals will limit their comments to a maximum of three minutes. The Mayor shall advise the speaker that their time has expired. If the person remains at the podium, thereby interfering with other persons who may wish to be heard, the speaker’s microphone may be turned off, or the Mayor may rule the person out of order in accordance with Rule 15. 9. City Manager Reports 10. City Manager Verbal Reports 10.1 North Beach Update Page 6 City of Clearwater Printed on 5/14/2024 May 16, 2024City Council Meeting Agenda 11. City Attorney Reports 12. Closing comments by Councilmembers (limited to 3 minutes) 13. Closing Comments by Mayor 14. Adjourn Page 7 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0469 Agenda Date: 5/16/2024 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.1 SUBJECT/RECOMMENDATION: May Service Awards SUMMARY: 5 Years of Service: Robert Buono Public Utilities Jill Paul Human Resources James Gorham Fire Karen Gilliam Public Works Harley Baker Finance/Utility Customer Service Michael Smith Public Utilities Zane Kuhle Parks & Recreation 10 Years of Service: Iesha Brown Finance 20 Years of Service: James Westerman Fire Jeffrey Wallace Fire Patrick Zulla Fire 25 Years of Service: Brian Langille Gas Melissa Jackson Parks & Recreation 30 Years of Service: Adam Athan Parks & Recreation Geraldine Blakley Public Utilities Nathan Ballouz Fire Carl Conyers Police Roberto Beruvides Police Todd Johnson Police STRATEGIC PRIORITY: The city of Clearwater celebrates its employees and the Superior Public Service they provide to our citizens. The city strives to attract and retain top-quality personnel through the maintenance of a competitive compensation program. The service awards are a testament to the city and our high Page 1 City of Clearwater Printed on 5/14/2024 File Number: ID#24-0469 performing government. Page 2 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0465 Agenda Date: 5/16/2024 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Older Americans Month Proclamation - Kerry Marsalek, Chief Operating Officer at Area Agency on Aging of Pasco and Pinellas. Page 1 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0542 Agenda Date: 5/16/2024 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.3 SUBJECT/RECOMMENDATION: EMS Week 2024 Proclamation - Anthony Tedesco, EMS Division Chief Page 1 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0434 Agenda Date: 5/16/2024 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Neighborhoods Day Awards - Samantha Moullet, Neighborhoods Services Manager Page 1 City of Clearwater Printed on 5/14/2024 NeighborhoodsDay 2024 In Review Samantha Moullet, Neighborhoods Division Manager Javante Scott, Neighborhoods Coordinator What is Neighborhoods Day? •Neighborhoods Day began 25 years ago as an annual one-day event organized by the city of Clearwater in collaboration with registered neighborhood associations in Clearwater •Neighborhood associations come together to plan and organize a block party in their neighborhood •All registered Clearwater neighborhoods are invited to participate Why do we celebrate Neighborhoods Day? •One goal of the Neighborhoods Division is to help create community engagement and community interaction. Through our placemaking programs which includes storm drain and intersection mural paintings, little free libraries, dumpster murals and signal box art. Neighborhoods Day is another way we help build better and stronger relationships among neighbors. •It is an opportunity for residents to get know city staff and express any concerns or issues happening in their neighborhood. Overall, it creates a sense of community and belonging. •Allows us to fulfill objective of our city Strategic Plan of ensuring Community Well-Being. •3.1 to support neighborhood identity through services and programs that empower community pride and belonging •3.4 to inspire citizen participation through civic engagement and volunteerism to build strong, inclusive, and engaged communities. City Support for Neighborhoods Day •$300 Block Party Grant dollar grant to offset costs •$100 Sustainability Challenge Grant to incorporate sustainableevent activities/education (optional) •Outreach and education materials from city departments •Mayor, City Councilmembers,department directors, Clearwater Police, Clearwater Fire & Rescue and any staff that wants to attend •Free Kona Ice given out to each participating neighborhood •Road closure coordination and barricades •Logistics help with park rentals, bounce houses, insurance,etc. •Solid Waste receptacles •Around 100 estimated staff participants 32 Neighborhood Participants 1. Clubhouse Estates 2. Countryside Northridge 3. Eagles Landing II 4. Eagles Estates 5. Shady Oak Farms 6. Woodgate I&II of Countryside 7. Country Park 8. Westchester Lake Townhomes 9. Imperial Park 10. Gulf to Bay Acres 11. Fairwood Forest 12. Oak Grove Estates 13. Del Oro Groves Estates 14. Chelsea Woods 15. Mission Hills 16. Grovewood 17. Island Estates 18. Clearwater Beach 19. Glenwood Estates 20. MIMA 21. Townhomes at Lake Avenue 22. North Saturn 23. Plaza Park 24. Oak Acres 25. Spring Branch 26. Country Club Addition 27. Valencia Park 28. Navajo Park 29. Hillcrest/Hibiscus 30. Edgewater Drive 31. Old Clearwater Bay 32. Bayview Heights 15 city departments had employees attend neighborhood parties •Gas •Public Utilities •Communications •Public Works •Solid Waste •Clerk •Fire •Police •HR •Library •Parks and Rec •Planning & Development •Economic Development City Staff Enjoying Neighborhoods Day Why Awards? Awards were used as an incentive to generate greater community input and enthusiasm, with hopes that each community that participated would work together in other activities or projects in their neighborhood. ?Most Environmentally Friendly ?Most Unique Food Item ?Most Neighborhood Spirit ?Best Food ?Most Kid Friendly ?Best Overall EdgewaterDrive Neighborhood "Most Environmentally Friendly" FamilyID=Office_ArchiveTorn EagleEstates "Most Kid Friendly" NorthSaturn Neighborhood "Most Neighborhood Spirit" OldClearwaterBay Neighborhood "Best Food" Bayview Heights Neighborhood Clubhouse Estates Neighborhood "Best Overall" Congratulations toourwinners! Thank you to all 32 neighborhoods that participated! Neighborhoods ServicesTeam Samantha Moullet, Neighborhoods Manager Samantha.Moullet@myclearwater.com (727) 444-8002 Javante Scott,Neighborhoods Coordinator Javante.Scott@myclearwater.com (727) 444-8005 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0231 Agenda Date: 5/16/2024 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: City Council Agenda Number: 5.1 SUBJECT/RECOMMENDATION: Approve the minutes of the April 29, 2024 City Council Meeting as submitted in written summation by the City Clerk. Page 1 City of Clearwater Printed on 5/14/2024 City Council Meeting Minutes April 29, 2024 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Monday, April 29, 2024 6:00 PM Main Library - Council Chambers City Council Draft City Council Meeting Minutes April 29, 2024 Page 2 City of Clearwater Roll Call Present: 4 - Mayor Bruce Rector, Vice Mayor David Allbritton, Councilmember Michael Mannino and Councilmember Lina Teixeira Absent: 1 - Councilmember Ryan Cotton Also Present: Jennifer Poirrier – City Manager, Michael Delk – Assistant City Manager, Daniel Slaughter – Assistant City Manager, David Margolis – City Attorney, Rosemarie Call – City Clerk and Nicole Sprague – Deputy City Clerk. To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call to Order – Mayor Rector The meeting was called to order at 6:00 p.m. 2. Invocation – Father Bob Swick from St. Francis of Assisi 3. Pledge of Allegiance 4. Approval of Minutes 4.1 Approve the minutes of the April 18, 2024 City Council Meeting as submitted in written summation by the City Clerk. Councilmember Teixeira moved to approve the minutes of the April 18, 2024 City Council Meeting as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. Public Hearings - Not before 6:00 PM 5. Administrative Public Hearings 5.1 Approve a Professional Services Agreement and Work Order from Cumbey and Fair, Inc., of Clearwater, FL, for Osceola Corridor Improvements (22-0017-EN) in the amount of $2,018,893.00 pursuant to Request for Qualifications (RFQ) 55-23 and authorize the appropriate officials to execute same. The potable water, wastewater collection, and stormwater systems along Draft City Council Meeting Minutes April 29, 2024 Page 3 City of Clearwater Osceola Avenue are aging beyond their useful life and must be replaced. This project will replace those systems, including construction of a new reclaimed water main, followed by roadway reconstruction and potential implementation of mobility enhancements. On August 11, 2023, Procurement issued RFQ 55-23, Consulting Services - Osceola Avenue Corridor Improvement Project and the City received five responses on September 12, 2023. The selection committee consisting of representatives from the Community Redevelopment Agency, Public Utilities and the Public Works Department carefully reviewed each of the submittals received. Each submittal was ranked on the RFQ criteria and overall responsiveness to the RFQ requirements. Cumbey and Fair, Inc. was selected to provide the requested Consulting Services. Cumbey & Fair will provide all project-related engineering and consulting services, including preparation of various concept renderings, complete and comprehensive design drawings, specifications, colorized renderings, construction documents, analysis, and preparation of project cost estimates. The project will include urban design characteristics appropriate for this central business district corridor. This design effort will cover Osceola Ave., from Drew St., south to Court St. The project scope includes utility design (potable water, wastewater collection, stormwater, and adding reclaimed water), roadway design, intersection evaluations that may require associated public outreach, in addition to recommending means of incorporating green infrastructure and sustainability to align with Greenprint 2.0. Design is expected to take 1.5 years and construction will begin in fiscal year 2026. The Florida Department of Transportation (FDOT) Staff Hour Estimates (SHEs) guidelines and forms are used by design consultants to develop, as well as negotiate, design fees. This methodology describes the work efforts by breaking down estimated hours required to accomplish each task/activity based on project-specific scope of services. The Staff Hour Estimates guidelines have an established range of units required to complete each task that may vary depending on each task’s complexity. The design fee for Osceola Corridor Improvements were calculated using this standard industry method. The proposed staff hours, hourly rates, distributions, and scope were thoroughly reviewed and negotiated between the City and the Consultant (Cumbey & Fair, Inc) during a Staff Hour Negotiations Meeting prior to the consultant drafting a work order for the project. This is a valuable and well recognized tool used to develop Design Fees for transportation projects. For budgeting or estimating construction costs for roadway projects, FDOT's Long Range Estimate methodology is a reliable and well-established method (25+ years). This method was used by Cumbey & Fair to estimate construction costs for this project. This data driven methodology is also used by adjacent municipalities (Tampa, Hillsborough, Pinellas County and St. Pete) to develop estimates for their proposed projects. Draft City Council Meeting Minutes April 29, 2024 Page 4 City of Clearwater The project line items were estimated based on project limits and features using conceptual modeling to generate anticipated pay items, quantities, and unit prices based on statewide averages. In the case of roadway construction, the system uses pavement, median, sidewalk, curb and gutter, pavement design information, and section length to generate roadway quantities such as stabilization, base, asphalt, concrete, curb and gutter, asphalt Friction course, etc. As standard practice, once the project is in design the engineer estimates get refined as the design progresses. The total project budget for Osceola Corridor Improvement project is anticipated to be $13,650,000. The following funding is identified in the approved 6-year Capital Improvement Program totaling $ 8,435,430.00: General Fund Revenue: $1,687,080.00 Stormwater Fund Revenue: $1,687,080.00 Water & Sewer Fund Revenue: $5,061,270.00 If approved at the current estimated project scope, additional funding totaling $5,214,570.00 will need to be allocated. These funds will be required for the construction phase of the proposed project in FY26 (Fall of 2025) and will be included in the pending FY 25 6-year CIP budget. The following amounts will be required by fund: General Fund Revenue: $760,275.00 Stormwater Fund Revenue: $481,554.00 Water & Sewer Fund Revenue: $3,972,741.00 Sufficient funds are available for the design portion of this project based on adjustments listed below. APPROPRIATION CODE AND AMOUNT: To fund this work order, midyear budget amendments will transfer $754,096.12 consisting of $4,984.00 from ENST180005, Coastal Basins, to 3197319-C2408 and $749,112.12 from 32173217- 96213, Marshall Street Upgrade to 3217321-C2408, Osceola Ave Streetscape. After amending, the following funding is available in Capital Improvement Projects C2408, Osceola Ave Streetscape, to fund the work order. 3157541-561200-C2408 Roads $176,706.88 3197319-561200-C2408 Storm $427,004.00 3217321-561300-C2408 Water/Sewer/Reclaimed $749,112.12 3277327-561300-C2408 W&S Utility R&R $666,070.00 STRATEGIC PRIORITY: This item includes objective 1.2, (maintaining public infrastructure) within High Performing Government, objective 3.3, promote marketing and outreach strategies that encourages stakeholders' engagement, and objective 4.4, develop accessible and active transportation network that enhances pedestrian safety. Vice Mayor Allbritton moved to approve a Professional Services Agreement and Work Order from Cumbey and Fair, Inc., of Draft City Council Meeting Minutes April 29, 2024 Page 5 City of Clearwater Clearwater, FL, for Osceola Corridor Improvements (22-0017-EN) in the amount of $2,018,893.00 pursuant to Request for Qualifications (RFQ) 55-23 and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 5.2 Authorize a purchase order to Ten-8 Fire Equipment Inc of Bradenton FL, for the purchase of a new Heavy Duty Pierce Pumper in the amount of $1,152,524.00 pursuant to Clearwater Code of Ordinances Sections 2.563(1)(c), Piggyback, and 2.563(1)(d), Non-Competitive Purchase (Impractical); declare G2611 surplus effective upon receipt of the purchased vehicle and authorize disposal at auction or trade-in pursuant to Clearwater Code of Ordinances Sections 2.623(6) and (7), whichever is deemed to be in the City’s best interest, and authorize the appropriate officials to execute same. Clearwater Fire and Rescue is requesting authorization to purchase a Heavy-Duty Pierce Pumper (engine) to replace Engine 47. Of the total amount, $761,075.00 is a piggyback from the Florida Sheriff’s Association, Contract FSA23-VEF17.0, Fire & Rescue Vehicles, Boats & Equipment, valid through March 31, 2025. The piggyback purchase is for a basic model. There are additional options added which total $411,482.52. The additional options are impractical to bid due to delay in receipt of vehicle, possible void of warranty for after-market equipment, manufacturer delay in receiving parts, etc. The basic model identified in the FSA contract does not provide for elements that fulfill Clearwater Fire & Rescue’s mission and capabilities. The additional options selected are specific to Clearwater Fire & Engine Companies for urban fire department response to include the following: larger pump capacity, heavier duty chassis, heavier duty drive train, low profile hose bed, etc. The additional options for this basic model coincide with the current apparatus that our City mechanics are familiar with and trained on. All optional pricing is vetted through the FSA contract and are priced at below Manufacturer Suggested Retail Price (MSRP) per section 2.13 of the contract agreement. A major cost increase for fire apparatus captured in this bid is the increase cost of the Cummins diesel engine. This increase coincides with many other manufacturers due to the required EPA mandates taking effect in 2027. A manufacturer and dealer discount of $20,033.52 is given, for a total purchase price of $1,152,524.00. The Department has determined the Heavy-Duty Pierce Pumper built by Pierce Manufacturing meets the operational needs of the Department. A heavy-duty velocity pumper provides exceptional pumping water capability, enhanced storage capability, lower vehicle profile, and will significantly up-grade the abilities of the engine it replaces. Draft City Council Meeting Minutes April 29, 2024 Page 6 City of Clearwater Upon receipt of the new vehicle, current engine 47 G3998 a 2014 Pierce Velocity engine will move to reserves and reserve unit G2611 a 2001 Pierce Enforcer engine will be retired (surplus). Clearwater Fire and Rescue temporarily retained G2611 in 2021 due to the current supply chain issues and an increase in out of service hours of front-line engines for front-line coverage; as presented and approved in agenda item ID#21-9970 on 12/2/21. The City will be reimbursed by the County for a portion of the purchase, approximately 11.67%, as the vehicle will support fire operations in the unincorporated areas of the Clearwater Fire District. Estimated annual operating costs in the department’s annual operating budget include fuel and routine garage charges for operating the new vehicle. Garage charges on the new vehicle are expected to be less than on the replaced vehicle. Early ordering of this apparatus is necessary due to the estimated four-year build time and also secures the current rate that is anticipated to increase in May 2024. This build-out delay results in extending the life of our frontline units to 12/13 years and typical reserve units to a minimum 18 year total life. Project funding planned in fiscal year 2025 is $742,610 Penny for Pinellas revenue and $91,730 in County Fire Reimbursement. Due to cost increases, additional resources which total $318,184 will need to be allocated. The proposed fiscal year 2024/25 capital improvement plan will include funding necessary (General Fund revenues and/or Penny for Pinellas revenues) to fund the City’s portion of this increase anticipated to be $275,414 and an increase to County Reimbursements of $42,684 APPROPRIATION CODE AND AMOUNT: Funds for this purchase will be available in capital improvement project 91218, Fire Engine Replacement, budgeted in fiscal year 2024/25. STRATEGIC PRIORITY: 1.4 Foster safe and healthy communities in Clearwater through first-class public safety and emergency response services. Councilmember Mannino moved to authorize a purchase order to Ten-8 Fire Equipment Inc of Bradenton FL, for the purchase of a new Heavy Duty Pierce Pumper in the amount of $1,152,524.00 pursuant to Clearwater Code of Ordinances Sections 2.563(1)(c), Piggyback, and 2.563(1)(d), Non-Competitive Purchase (Impractical); declare G2611 surplus effective upon receipt of the Draft City Council Meeting Minutes April 29, 2024 Page 7 City of Clearwater purchased vehicle and authorize disposal at auction or trade-in pursuant to Clearwater Code of Ordinances Sections 2.623(6) and (7), whichever is deemed to be in the City’s best interest, and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 5.3 Authorize a purchase order to MWI Corporation of Tampa, FL for the purchase of four MWI CT4 ECO QP 4-in. silent pumps in a not to exceed amount of $157,720.00 pursuant to Clearwater Code Section 2.563(1)(c) Piggyback and Section 2.563(1)(d) Non-competitive purchases and authorize appropriate officials to execute the same. Public Works Department (PWD) has been working to mitigate flood issues on the north beach stormwater system. Heavy rains during elevated tidal elevations cause the stormwater gravity drain system to not discharge. PWD rented pumps to evaluate pumping of the system and there were positive results in mitigating flood issues. PWD is requesting to purchase these portable pumps until the permanent pump stations can be designed and constructed. The pumps are trailer mounted for ease of relocation. The cost for 13 months of rental fees is equal to the cost of purchasing the four pumps. In addition, since the pumps are portable, PWD will have the ability to move them around the city to support any flooding issues or use them if a pump station goes down. Of the total amount, $155,820.00 is piggybacking off the Florida Sheriff’s Association, Contract FSA23-EQU21.00 Equipment valid through November 08, 2025. The purchase is for a basic model with additional options added totaling $1,900.00 and is impractical to bid due to delay in receipt of pumps, possible void of warranty for after-market equipment, manufacturer delay in receiving parts, etc. All optional pricing is vetted through the FSA contract and are priced at below Manufacturer Suggested Retail Price (MSRP) per section 2.13 of the contract agreement. The current pricing on the quote is less than the current Florida Sheriff’s Contract because dealer is offering an additional discount of $3,675.00 per unit for a total additional savings of $14,700.00. Authorization is requested to piggyback off Sheriff’s Association Contract # FSA23-EQU21.0 Equipment valid through November 8, 2025, pursuant to Clearwater Code 2.563(1)(c) Piggyback and Section 2.563(1)(d) Non-competitive purchases (Impractical) for the purchase of the four pumps. APPROPRIATION CODE AND AMOUNT: There is sufficient funding in capital project 319-C1908, Stormwater Vehicles & Equipment, to cover this purchase. STRATEGIC PRIORITY: 1.2 Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. Draft City Council Meeting Minutes April 29, 2024 Page 8 City of Clearwater In response to questions, Stormwater Maintenance Division Manager Ed Wilmes said the vendor will not provide a lead time until the purchase order has been issued; staff anticipates 120 to 180 days. All of the pumps have telemetry, allowing staff to track when the pumps are activated. Councilmember Teixeira moved to authorize a purchase order to MWI Corporation of Tampa, FL for the purchase of four MWI CT4 ECO QP 4-in. silent pumps in a not to exceed amount of $157,720.00 pursuant to Clearwater Code Section 2.563(1)(c) Piggyback and Section 2.563(1)(d) Non-competitive purchases and authorize appropriate officials to execute the same. The motion was duly seconded and carried unanimously. 6. Second Readings - Public Hearing 6.1 Adopt Ordinance 9733-24 on second reading, annexing certain real property whose post office address is 1485 Grove Circle Court, Clearwater, Florida 33755, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. Ordinance 9733-24 was presented and read by title only. Vice Mayor Allbritton moved to adopt Ordinance 9733-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.2 Adopt Ordinances 9734-24 on second reading, amending the future land use element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 1485 Grove Circle Court, Clearwater, Florida 33755, upon annexation into the City of Clearwater, as Residential Low (RL). Ordinance 9734-24 was presented and read by title only. Councilmember Mannino moved to adopt Ordinance 9734-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.3 Adopt Ordinance 9735-24 on second reading, amending the Zoning Atlas of the city by zoning certain real property whose post office address is 1485 Grove Circle Court, Clearwater, Florida 33755, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). Draft City Council Meeting Minutes April 29, 2024 Page 9 City of Clearwater Ordinance 9735-24 was presented and read by title only. Councilmember Teixeira moved to adopt Ordinance 9735-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.4 Adopt Ordinance 9736-24 on second reading, annexing certain real property whose post office address is 3076 Grand View Avenue, Clearwater, Florida 33759, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. Ordinance 9736-24 was presented and read by title only. Vice Mayor Allbritton moved to adopt Ordinance 9736-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.5 Adopt Ordinances 9737-24 on second reading, amending the future land use element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 3076 Grand View Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Residential Low (RL). Ordinance 9737-24 was presented and read by title only. Councilmember Mannino moved to adopt Ordinance 9737-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.6 Adopt Ordinance 9738-24 on second reading, amending the Zoning Atlas of the city by zoning certain real property whose post office address is 3076 Grand View Avenue, Clearwater, Florida 33759, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). Ordinance 9738-24 was presented and read by title only. Councilmember Teixeira moved to adopt Ordinance 9738-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Draft City Council Meeting Minutes April 29, 2024 Page 10 City of Clearwater Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.7 Adopt Ordinance 9750-24 on second reading, annexing certain real property whose post office address is 1410 Lime Street, Clearwater, Florida 33756, together with the abutting right-of-way of Lime Street, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. Ordinance 9750-24 was presented and read by title only. Vice Mayor Allbritton moved to adopt Ordinance 9750-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.8 Adopt Ordinance 9751-24 on second reading, amending the Future Land Use Element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 1410 Lime Street, Clearwater, Florida 33756, upon annexation into the City of Clearwater, as Residential Low (RL). Ordinance 9751-24 was presented and read by title only. Councilmember Mannino moved to adopt Ordinance 9751-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 6.9 Adopt Ordinance 9752-24 on second reading, amending the Zoning Atlas of the city by zoning certain real property whose post office address is 1410 Lime Street, Clearwater, Florida 33756, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). Ordinance 9752-24 was presented and read by title only. Councilmember Teixeira moved to adopt Ordinance 9752-24 on second and final reading. The motion was duly seconded and upon roll call, the vote was: Ayes: 4 - Mayor Rector, Vice Mayor Allbritton, Councilmember Mannino and Councilmember Teixeira 7. Citizens to be heard re items not on the agenda - For purposes of this role, Draft City Council Meeting Minutes April 29, 2024 Page 11 City of Clearwater “items pertaining to city business” includes any matter within the Council’s or the City Manager’s power to act, any matter that the Council previously voted on or discussed at the dais, or any matter discussed by or scheduled to be considered by another governmental entity that affects the operation of the City. Each person who wishes to address the Council shall complete a comment card and submit the card to the City Clerk (right-hand side of dais) before the speaker will be permitted to speak. However, if the speaker has just arrived or decided to speak, the Chair may allow the card to be filled out after speaking. Individuals will limit their comments to a maximum of three minutes. The Mayor shall advise the speaker that their time has expired. If the person remains at the podium, thereby interfering with other persons who may wish to be heard, the speaker’s microphone may be turned off, or the Mayor may rule the person out of order in accordance with Rule 15. Jennifer Harding and Lucas Altic opposed Duke Energy's tree removal process and requested assistance from the City to help stop the tree removals. Brian Harding expressed concerns with Duke Energy's easement on his property and requested assistance from the City to identify a property attorney or city attorney to explain Duke's authority and development restrictions. Cal Tiger supported the use of bitcoin to solve the transportation problem and providing homeless individuals bitcoins. Jeffrey Parke said Clearwater native Noah Lyons has qualified for windsurfing in the upcoming Summer Olympics and encouraged all to spread the word and support his journey. Michael Taylor expressed concerns regarding a Clearwater firefighter, opposed the trespassing of a preacher at the Sugar Sands festival and questioned why the City has been investigating him for the last 100 days. Patricia Kirby thanked the City for the recent tree give away and opposed Duke Energy's tree removal process. Beth Davis submitted an email regarding Drew Street (see page 14). Blain Enderle submitted emails regarding the Clearwater Police Department (see page 16). 8.City Manager ReportsDraft City Council Meeting Minutes April 29, 2024 Page 12 City of Clearwater 8.1 North Beach Update Public Works Director Marcus Williamson said staff continues to receive positive feedback from residents regarding the weirs and tidal valves being installed. The contractors will pull-off from the site next week due high tides, but will restart the following week. Council thanked staff for their efforts and appreciated the periodical updates. 8.2 Duke Energy The City Manager said several councilmembers and staff have spoken with Duke Energy and the Pinellas County Administrator regarding residents' concerns with the tree removals. Duke's Government Liaison has confirmed that Duke will continue to pause the tree maintenance program until they have an opportunity to provide Council and the community a presentation on the program. She said the presentation is tentatively scheduled for June 3, 2024. 8.3 Community Rating System (CRS) Rating Update Environmental Specialist Sara Kessler said the City's CRS rating has improved and is now a Class 5, classifying the city as more resilient to flooding and saving residents 25% on their home's flood insurance. She said Pinellas County achieved a Class 2, the only one in the State of Florida. Pinellas County took many steps to achieve that rating over the last four years. A Class 2 rating provides residents a 40% savings on the flood insurance. Ms. Kessler said staff continues to work together to identify the next steps to further improve the City's rating. Councilmembers thanked staff for their dedicated efforts on this matter. 9. City Attorney Reports 10. Closing comments by Councilmembers (limited to 3 minutes) Councilmember Teixeira said the Clearwater Marine Aquarium released two endangered green sea turtles after nursing them back to health and recognized them for their commitment to sea life and conservation. She was happy to report that Travel and Leisure named Clearwater beach as one of the top 15 beaches in the world; USA Today named it the best beach in the South and is the number one beach in the US by Trip Advisor. Draft City Council Meeting Minutes April 29, 2024 Page 13 City of Clearwater Councilmember Mannino reviewed recent events and thanked staff for their efforts in organizing a wonderful Arbor Day tree giveaway event. Vice Mayor Allbritton honored Herbert G. Brown, an inspiring Clearwater philanthropist, entrepreneur, Rotarian and friend, who passed away last week. 11. Closing Comments by Mayor The Mayor observed a moment of silence in remembrance of Herbert Brown. He reviewed recent events and appreciated Council and staff's efforts in communicating residents' concerns with Duke Energy. He said it is a great honor for the community and Clearwater Sailing Center to have Noah Lyons represent Clearwater and the US at the Olympics; staff hopes to recognize Mr. Lyons at a future council meeting soon. 12. Adjourn The meeting adjourned at 7:10 p.m. Mayor City of Clearwater Attest City Clerk Draft 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0547 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 6.1 SUBJECT/RECOMMENDATION: Approve a Piggyback Dispensing Agreement with Opal Fuels Station Services LLC, for the sale of Renewable Identification Number (RIN) credits associated with the City of Clearwater Compressed natural gas filling station for the term June 1, 2024 through October 19, 2025, with the option of two, one-year renewals pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY: Authorization is requested to piggyback off the City of St. Petersburg Master Agreement with Opal Fuels. This agreement authorizes Opal Fuels to manage and sell Renewable Identification Number (RIN) credits that are associated with St. Pete’s Compressed natural gas fueling station. The RIN credits are sold on the open market to Obligated Parties (fuel refiners, blenders, importers) that must meet minimum renewable energy standards. Renewable Identification Numbers (RINs) are credits used for compliance and are the “currency” of the Renewal Fuel Standards (RFS) program. This program was authorized under the Energy Policy Act of 2005 and managed by the United States Environmental Protection Agency (EPA). Below are the steps to generate and retire RINs: ·Renewable fuel producers generate renewable energy, at a facility/plant. This is where the RIN is generated. ·Market Participants trade RINs (i.e. Opal Fuels or other 3rd party entities). ·Obligated Parties obtain and then ultimately retire RINs for compliance. ·RINs are classified as a transportation fuel, therefore, must be assigned to a natural gas fueling station. ·The number of RINs sold is dependent on monthly & annual gallons dispensed at the fueling station. ·Fueling station operator (CGS) receives % share of the RIN sale price. St. Petersburg issued a bid (IFB 8717,1) in August 2023 to hire a 3rd party agent to manage and sell RIN credits. In return, St. Pete would receive a percent share of the revenues. Three companies submitted bids and Opal Fuels came in as the highest, with a 5% revenue share. Using an average cost of $3.40 per RIN (i.e., $5.85 per diesel gallon), our filling station dispenses 360,000 diesel gallon equivalent (DGE) per year. This would equate to $105,300.00 per year in added revenue to CGS. The City of St. Petersburg Council approved the Master Agreement with Opal Fuels on October 5, 2023, by Resolution 2023-499, with an initial term of two years, with the option of two, one-year renewals. In addition, CGS is requesting the ability to renew the agreement if St. Petersburg exercises their renewal options under section 3 of the Master Agreement. APPROPRIATION CODE AND AMOUNT: Revenues will be applied to 423-369901 (Other Gas Revenue) Page 1 City of Clearwater Printed on 5/14/2024 File Number: ID#24-0547 USE OF RESERVE FUNDS: STRATEGIC PRIORITY: 1.5 - Embrace a culture of innovation that drives continuous improvement and successfully serves all our customers Page 2 City of Clearwater Printed on 5/14/2024 1 PIGGYBACK DISPENSING AGREEMENT THIS PIGGYBACK DISPENSING AGREEMENT (the "Agreement"), dated _____, 2024 (the "Execution Date"), is entered into by and between CITY OF CLEARWATER (the "Dispenser"), a municipal corporation of the State of Florida, situated at 100 S Myrtle Ave, Clearwater, FL 33756, and OPAL Fuels Station Services LLC (the "Supplier"), a Delaware limited liability company authorized to do business in the State of Florida, with principal offices located at One North Lexington Avenue, Suite 1450, White Plains, NY 10601. WHEREAS, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, the Dispenser is permitted to enter into piggyback purchasing agreements; and WHEREAS, the Supplier has contracted with the City of St. Petersburg (“St. Petersburg”) pursuant to which St. Petersburg appointed Supplier as its supplier of renewable natural gas pursuant to that certain Master RNG Dispensing Agreement dated October 20, 2023 and attached hereto as Attachment ‘1” (the "St. Petersburg Agreement"); and WHEREAS, the Dispenser and the Supplier have determined that the St. Petersburg Agreement is an acceptable agreement upon which the Dispenser and the Supplier will establish a piggyback agreement; and WHEREAS, the Supplier will supply renewable natural gas to compressed natural gas stations owned by, controlled by, or under contract with Dispenser pursuant to this Agreement. NOW, THEREFORE, in consideration of the promises contained herein, the parties hereby agree, as follows: 1. Recitals. The above stated recitals are true and correct. Capitalized terms used herein shall have the meaning ascribed in the St. Petersburg Agreement, unless otherwise defined herein. 2. Terms and Conditions; Conflict. Except as otherwise provided herein, the St. Petersburg Agreement, as in effect on the Execution Date, shall form the basis of this Agreement and is hereby incorporated by reference into and made a part of this Agreement, mutatis mutandis, as if the St. Petersburg Agreement were set forth in full in this Agreement; provided, however: (a) all references to "Contractor" in the St. Petersburg Agreement shall be replaced with Supplier, and all references to "City" in the St. Petersburg Agreement shall be deemed to mean Dispenser; A true and correct copy of the St. Petersburg Agreement is attached hereto as Attachment "1". If any provision of this Agreement conflicts with any provision of the St. Petersburg Agreement, then the provisions of this Agreement shall control. In the event that, at any time, the St. Petersburg Agreement is amended or modified, then Buyer and Seller shall confer regarding similar amendments or modifications to be made to this Agreement, as applicable. 3. Scope of Services. Appendix A to the St. Petersburg Agreement is hereby deleted in its entirety and is replaced with Appendix A-1, attached hereto. 4. City’s Share. Appendix B to the St. Petersburg Agreement is hereby deleted in its entirety and is replaced with Appendix B-1, attached hereto. 2 5. Transaction Confirmation. Appendix C to the St. Petersburg Agreement is hereby deleted inits entirety and is replaced by Appendix C-1, attached hereto. 6.Supplemental Terms and Conditions. The following provisions of the St. PetersburgAgreement are hereby modified as follows: A. Term. Section 3 of the St. Petersburg Agreement is hereby deleted in its entirety and a new Section 3 is added to read as follows: B. Notices. The address of City in the second paragraph of Section 6 of the St. Petersburg Agreement is hereby deleted in its entirety and a new second paragraph is added to read as follows: “3. Term. The initial Term of this Agreement commences on the Effective Date and terminates on October 19, 2025, unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this agreement under the same terms and conditions for two (2) one-year periods at the end of the initial Term, provided that such extension is mutually agreed upon by both Parties in writing. References in this Agreement to “Term” includes the initial Term and all renewal Terms. “ If to Dispenser: CITY: City of Clearwater d/b/a Clearwater Gas System 777 Maple St Clearwater, FL 33755 Phone: 727-562-4900 Attention: Alex Leon, Gas Assistant Director 7.Miscellaneous. A.Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties. This Agreement may only be modified or changed in writing, and such modifications and changes signed by both parties. B.Further Assurances. The parties agree to perform all such acts (including without limitation executing and delivering instruments and documents) as reasonably may be necessary to fully effectuate the intent and each and all of the purposes of this Agreement. C.Interpretation. The parties agree that the terms and provisions of this Agreement embody their mutual intent and that such terms and conditions are not to be construed more likely in favor of, nor more strictly against, either party. D.Authorizations. The execution and delivery of this Agreement, the performance of a party's obligations hereunder, and the consummation of the transactions contemplated hereby, are subject to each party's receipt of necessary consents, approvals, and/or authorizations with respect thereto. E.Counterparts. This Agreement may be executed in counterparts (including by .pdf), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 3 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date. OPAL Fuels Station Services LLC By:_________________________Name: ______________________Title:_______________________ CITY OF CLEARWATER, FLORIDA ___________________________ By: _____________________________ Bruce Rector Mayor Jennifer Poirrier City Manager Approved as to form: Attest: ___________________________ ________________________________ Michael Fuino Rosemarie Call Assistant City Attorney City Clerk 4 ATTACHMENT “1” TO THE PIGGYBACK DISPENSING AGREEMENT ST. PETERSBURG AGREEMENT (Attached) 1 MASTER AGREEMENT THIS MASTER AGREEMENT, (“Agreement”) is made and entered into on the 20th day of October, 2023 (“Effective Date”), by and between OPAL Fuels Station Services LLC (“Contractor”) and the City of St. Petersburg, Florida, (“City”) (collectively, “Parties”). WITNESSETH: NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1.Contractor Duties. Contractor shall perform the scope of services set forth in Appendix A of this Agreement (“Scope of Services”) for the City in full and complete accordancewith this Agreement, including its appendices. Appendix A and Appendix C are attachedto this Agreement and made a part hereof. Without limiting the generality of the foregoing,Contractor shall (i) produce and supply renewal natural gas, (ii) generate, manage, andmonetize environmental attributes associated with the use of such renewable natural gas, and (iii) remit to the City a portion of the revenues generated, all in accordance with thisAgreement. 2.Agreement Components. A.The agreement components are this Agreement, the appendices to this Agreement,the attached BPA FORM, as applicable (“BPA Form”), and the followingdocuments, which are made a part hereof by reference (“Other Documents”): (i)IFB 8717,1 dated August 11, 2023 (“Document 1”) (ii)Bidder’s bid, 13494, dated August 30, 2023 (“Document 2”) B.In the event of an inconsistency or conflict between or among the documentsreferenced in this Agreement, the following order of precedence governs: (i) this Agreement, exclusive of its appendices, (ii) the appendices to this Agreement, (iii) the BPA Form, and (iv) the Other Documents. In the event of an inconsistency orconflict between or among the Other Documents, the order of precedence is theorder the documents are listed above (e.g. Document 1 governs over Document 2,Document 2 governs over Document 3, etc.). 3.Term. The initial Term of this Agreement commences on the Effective Date and terminatestwo years thereafter on October 19, 2025, unless this Agreement is earlier terminated asprovided for herein. The City reserves the right to extend this Agreement under the sameterms and conditions for two (2) one (1)-year periods at the end of the initial Term, provided such extension is mutually agreed upon by both Parties in writing. References in this Agreement to “Term” includes the initial Term and all renewal Terms. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 2 4.Contractor Payment to the City. A.Contractor shall remit to the City a portion of the revenues generated from environmental attributes, including RINs credits, as set forth in Appendix B inaccordance with the payment due dates identified in Appendix A. B.In the event Contractor receives any federal fuel tax incentive that is attributable todispensing of CNG at the Station, Contractor shall remit the proceeds of any such tax incentive to the City within thirty (30) days after receipt of such proceeds. 5.No City Payment. The City will have no obligation to pay Contractor any fees or costspursuant to this Agreement. 6.Indemnification. A.Contractor shall defend at its expense, pay on behalf of, hold harmless andindemnify the City, its officers, employees, agents, elected and appointed officialsand volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses anddamages (collectively, “Claims”), whether or not a lawsuit is filed, including, butnot limited to Claims for damage to property or bodily or personal injuries,including death at any time resulting therefrom, sustained by any persons orentities; and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, inwhole or in part, directly or indirectly: (i)The performance of this Agreement (including any amendments thereto) by Contractor, its employees, agents, representatives or subcontractors; or (ii)The failure of Contractor, its employees, agents, representatives orsubcontractors to comply and conform with applicable Laws (as definedherein); or (iii)Any negligent act or omission of Contractor, its employees, agents,representatives, or subcontractors, whether or not such negligence isclaimed to be either solely that of Contractor, its employees, agents,representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or (iv)Any reckless or intentional wrongful act or omission of Contractor, itsemployees, agents, representatives, or subcontractors; or (v)Contractor’s failure to maintain, preserve, retain, produce, or protect records in accordance with this Agreement and applicable Laws (includingbut not limited to Florida laws regarding public records). DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 3 B.The provisions of this paragraph are independent of, and will not be limited by, anyinsurance required to be obtained by Contractor pursuant to this Agreement orotherwise obtained by Contractor, and the provisions of this paragraph survive the expiration or earlier termination of this Agreement with respect to any claims orliability arising in connection with any event occurring prior to such expiration ortermination. 6.Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be givenby either party to the other must be in writing and will be deemed given and delivered onthe date delivered in person, upon the expiration of five (5) days following the date mailedby registered or certified mail, postage prepaid, return receipt requested to the addressprovided below, or upon the date delivered by overnight courier (signature required) to the address provided below. CITY: City of St. Petersburg Procurement and Supply Management Department P. O. Box 2842 St. Petersburg, FL 33731 Phone: 727-893-7027 Attention: Stephanie Swinson, Esq. CONTRACTOR: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue White Plains, NY 10601 Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and jreina@opalfuels.com Attn: Juan Reina 7.Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination does not render void, invalid or unenforceable any other paragraph or portionof this Agreement. 8.Due Authority. Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriateauthority exists so as to duly authorize the person executing this Agreement to so executethe same and fully bind the party on whose behalf he or she is executing. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 4 9.Assignment. Contractor shall make no assignment of this Agreement without the priorwritten consent of the City. Any assignment of this Agreement contrary to this paragraph is void and confers no rights upon the assignee. 10.Termination. A.The City may terminate this Agreement if Contractor fails to (i) produce an amount of BioGas (as defined in the Scope of Services) equal to the monthly proratedamount of the Target Volume (as defined in the Scope of Services) for a rolling 6-month period or (ii) pay the City’s Share as defined in (Appendix B) on the CNGactually dispensed at the Station. B.Contractor may terminate this Agreement upon thirty (30) days written notice tothe City if the volume of CNG consumed at the Station (as defined in the Scope ofServices) falls below sixty percent (60%) of the monthly prorated amount of theTarget Volume for a rolling six (6) month period. C.The City may terminate this Agreement upon written notice to Contractor in theevent Contractor defaults on any of the terms and conditions of this Agreement andsuch failure continues for a period of thirty (30) days following notice from the Cityspecifying the default; provided, however, that the City may immediately terminatethis Agreement, without providing Contractor with notice of default or an opportunity to cure, if the City determines that Contractor has failed to comply withany of the terms and conditions of this Agreement related to safety, indemnificationor insurance coverage. D.The City may terminate this Agreement as provided in Florida Statute section 287.135 and 448.095. E.Termination of this Agreement acts as a termination of the BPA/CPA Form and theOther Documents. 11.Governing Law and Venue. The laws of the State of Florida govern this Agreement.Venue for any action brought in state court must be in Pinellas County, St. PetersburgDivision. Venue for any action brought in federal court must be in the Middle District ofFlorida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper orinconvenient venue. Moreover, the Parties consent to the personal jurisdiction of theaforementioned courts and irrevocably waive any objections to said jurisdiction. 12.Amendment. This Agreement may be amended only in writing executed by the Parties. 13.Entire Agreement. This Agreement constitutes the entire agreement between the Partiesand supersedes all prior and contemporaneous agreements, whether oral or written, DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 5 between them. 14.Compliance with Laws. Contractor shall comply at all times with all federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, and theorders and decrees of lawful authorities having jurisdiction over the matter at issue(collectively, “Laws”), including but not limited to Florida laws regarding public recordsand all Laws related to the generation of RINs credits (e.g., 40 CFR Subpart M –Renewable Fuel Standard). Contractor hereby makes all certifications required under Florida Statute section 287.135. Contractor shall also comply with all applicable Citypolicies and procedures. 15.Third Party Beneficiary. Notwithstanding anything to the contrary contained in thisAgreement, persons or entities not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto. 16.No Liens. Contractor shall not suffer any liens to be filed against any City property byreason of any work, labor, services or materials performed at or furnished to City property,to Contractor, or to anyone using City property through or under Contractor. Nothing contained in this Agreement may be construed as a consent on the part of the City to subjectCity property or any part thereof to any lien or liability under any Laws. 17.No Construction against Preparer of Agreement. This Agreement has been prepared bythe City and reviewed by Contractor and its professional advisors. The City, Contractor and Contractor’s professional advisors believe that this Agreement expresses theiragreement and that it should not be interpreted in favor of either the City or Contractor oragainst the City or Contractor merely because of their efforts in preparing it. 18.Use of Name. Subject to the requirements of Florida laws regarding public records, neither party may use the other party’s name in conjunction with any endorsement, sponsorship,or advertisement without the written consent of the named party, except that Contractormay refer to the City in client list. 19.Non-appropriation. The obligations of the City as to any funding required pursuant to this Agreement are limited to an obligation in any given year to budget, appropriate andpay from legally available funds, after monies for essential City services have beenbudgeted and appropriated, sufficient monies for the funding that is required during thatyear. Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to thisAgreement. 20.City Consent and Action. A.For purposes of this Agreement, any required written permission, consent,acceptance, approval, or agreement by the City means the approval of the Mayoror his authorized designee, unless otherwise set forth in this Agreement or unless DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 6 otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws. B. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws. 21. Captions. Captions are for convenience only and do not control or affect the meaning or construction of any of the provisions of this Agreement. 22. Books and Records. Contractor shall prepare in accordance with generally accepted accounting practice and shall keep, at the address for delivery of notices set forth in this Agreement, accurate books of account. All books and records with respect to this Agreement must be kept by Contractor and must be open to examination or audit by the City for the Term and for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies. Nothing herein may be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida. 23. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, survive such expiration or earlier termination. 24. Force Majeure. In the event that either party hereto is delayed or hindered in or prevented from the performance required hereunder by reason of acts of God, failure of power, public health emergencies, strikes, lockouts, labor troubles, riots, war, insurrection, or other reason of like nature not the fault of the party (“Permitted Delay”), such party will be excused for the period of time equivalent to the delay caused by such Permitted Delay. Notwithstanding the foregoing, any extension of time for a Permitted Delay will be conditioned upon the party seeking an extension of time delivering written notice of such Permitted Delay to the other party within ten (10) days of the event causing the Permitted Delay. 25. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver may be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Agreement will be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City’s consent respecting any action by Contractor does not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action. 26. Permits and Licenses. Contractor shall obtain any and all necessary permits, licenses, certifications and approvals which may be required by any government agency in connection with Contractor’s performance of this Agreement. Upon request of the City, DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 7 Contractor shall provide the City with written evidence of such permits, licenses, certifications and approvals. 27.Successors and Assigns. This Agreement inures to the benefit of and is enforceable byand against the Parties, their heirs, personal representatives, successors, and assigns,including successors by way of reorganization. 28.Subcontract. The hiring or use of outside services or subcontractors in connection with the performance of Contractor’s obligations under this Agreement is not permitted withoutthe prior written approval of the City, which approval may be withheld by the City in itssole and absolute discretion. Contractor shall promptly pay all subcontractors andsuppliers. 29.Relationship of Parties. Nothing contained herein may be deemed or construed by theParties, or by any third party, as creating the relationship of principal and agent or ofpartnership or of joint venture between the Parties, it being understood and agreed thatnothing contained herein, nor any acts of the Parties, may be deemed to create anyrelationship between the Parties other than the relationship of independent contractors and principals of their own accounts. 30.Contract Adjustments. A.Either party may propose additions, deletions or modifications to the Scope of Services (“Contract Adjustments”) in whatever manner such party determines to bereasonably necessary for proper compliance with this Agreement. Proposals forContract Adjustments must be submitted to the non-requesting party in the formagreed to by the Parties. Contract Adjustments must be effectuated through amendments to this Agreement made in accordance with this Agreement. B.There may be no increase in the Services Pricing or the Maximum Annual Price onaccount of any Contract Adjustment made necessary or appropriate as a result ofthe mismanagement, improper act, or other failure of Contractor or its employees, agents or subcontractors to properly perform their obligations and functions under this Agreement. C.In the event Contractor proposes a Contract Adjustment and the City does notapprove such Contract Adjustment, Contractor will continue to perform the original Scope of Services in accordance with the terms and conditions of this Agreement. D.Notwithstanding anything to the contrary contained in this Agreement, there maybe no increase in the Services Pricing or the Maximum Annual Price exceptpursuant to an amendment to this Agreement made in accordance with this Agreement. 31.Warranties. In addition to any other warranties that may exist, Contractor warrants to theCity that the services required to be performed by Contractor pursuant to this Agreement DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 8 will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services. 32.Exclusive Agreement. The City hereby grants to Contractor exclusive rights to theenvironmental attributes, including RINs credits, attributable to the Station during theTerm. Nothing contained in this Agreement may be construed to limit the City’s ability toreceive any federal or state tax incentives, grants, or credits associated with the use ofCNG-fueled vehicles or RNG-fueled vehicles. 33.Contractor Personnel. The City reserves the right to require Contractor to replace anypersons performing services pursuant to this Agreement, including but not limited toContractor’s employees and any affiliates’ or subcontractors’ employees, whom the Cityjudges to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the City. 34.Public Records. A.Contractor shall (i) keep and maintain public records (as defined in Florida’s Public Records law) required by the City to perform the services pursuant to thisAgreement; (ii) upon request from the City Clerk’s Office, provide the City (at nocost to the City) with a copy of the requested records or allow the records to beinspected or copied within a reasonable time at a cost that does not exceed the costprovided under Florida’s Public Records law or other applicable Laws; (iii) ensure that public records in Contractor’s possession that are exempt or confidential andexempt from public records disclosure requirements are not disclosed except asauthorized by applicable Laws for the Term and after the expiration or earliertermination of this Agreement; and (iv) after the expiration or earlier termination of this Agreement, at the City’s request, either transfer, at no cost, to the City all public records in Contractor’s possession within ten (10) days following the City’srequest and/or keep and maintain any public records required by the City to performthe services pursuant to this Agreement. If Contractor transfers all public recordsto the City upon the expiration or earlier termination of this Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps andmaintains public records upon the expiration or earlier termination of thisAgreement, Contractor shall meet all applicable requirements for retaining publicrecords in accordance with this Agreement and all applicable Laws. At the City’s request, Contractor shall provide all electronically stored public records to the City in a format approved by the City. B.IF CONTRACTOR HAS QUESTIONS REGARDING THEAPPLICATION OF CHAPTER 119, FLORIDA STATUTES, ASTO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDSRELATING TO THIS AGREEMENT, CONTACT THE CITYCLERK’S OFFICE (THE CUSTODIAN OF PUBLIC RECORDS) DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 9 AT (727) 893-7448, CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST. PETERSBURG FL 33701. C.Nothing contained herein may be construed to affect or limit Contractor’s obligations including but not limited to Contractor’s obligations to comply with all other applicable Laws and to maintain books and records pursuant to this Agreement. 35.Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts collectivelyconstitute a single original Agreement. Additionally, each party is authorized to sign thisAgreement electronically using any method authorized by applicable law or City policy,including any of the following: (i) a typed name on an electronic document; (ii) an imageof a physical signature sent via email, fax, or other electronic transmission method; (iii)clicking a button to indicate agreement or acceptance in an electronic signature system;or (iv) a handwritten signature that is digitally captured on a touch device such as a tabletor smartphone. (REMAINDER OF PAGE INTENTIONALLY LEFT BANK) DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F 10 IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and date first above written. OPAL FUELS STATION SERVICES LLC: By: Print: Title: _______________________________ CITY OF ST. PETERSBURG, FLORIDA: By: ___________________________ Stephanie Swinson, Director Procurement & Supply Management ATTEST (SEAL) ____________________________________ City Clerk (Designee) Provisions of Contract Approved: By: Print: Robert Turner ______ Project Manager Approved as to Form and Content: ________________________________ City Attorney (Designee) 00704196 (Acknowledgment of Contractor) Under penalties of perjury, I declare that I am authorized by the Company to execute the foregoing Agreement. By: Print: DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F Executive Vice President Scott Edelbach Scott Edelbach Appendix A Scope of Services 1.BackgroundThe City has one compressed Natural Gas facility where pipeline-quality natural gas is converted into compressed natural gas (“CNG”) for use as a transportation fuel for the City’s Solid Waste fleet. The volume of natural gas withdrawn from the commercialdistribution system for the City of St. Petersburg Compressed Natural Gas station located2601 20th Avenue. N St. Petersburg Florida, 33713 (the “Station”) is measured bycontinuous metering. The CNG is used as a transportation fuel (“Vehicle Fuel”) and for no other purpose. The City purchases natural gas pursuant to an agreement with Interconn Resources, LLC. The natural gas utilized by the City for the Station is transported and metered by Peoples Gas System (PGS) TECO Energy. The City’s volume of natural gas withdrawn from the commercial distribution system for the City’s Station in FY 2022 was 518,832 DGE (Diesel Gallon Equivalent). 2.Scope of Work Contractor shall supply into the commercial distribution system, at no charge to the City, an amount of Renewable Natural Gas/Biogas (hereinafter, “Biogas-derived CNG”) equal to orgreater than the actual volumes dispensed at the CNG Station for the immediatelypreceding 12-month period (hereinafter, “Target Volume”). Additionally, Contractor shall manage and monetize all environmental attributes, including Renewable Identification Numbers (RINs) credits, associated with the supply and consumption of such Biogas-derived CNG, and shall remit to the City a portion of the revenues generated from such credits as described herein. Contractor shall start suppling the City with RNG nominations on December 1, 2023 (“Start Date”). 3.Contractor ResponsibilitiesAt a minimum, Contractor shall provide and meet the following responsibilities: a.Produce Biogas-derived CNG i.Produce and provide Biogas-derived CNG into the commercial distributionsystem in an amount equal to or greater than the monthly prorated amountof the Target Volume per month (i.e., 35,417 DGE per month). DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F b.Generate Environmental Attributes, including RINs credits i.During the Term, Contractor will have the right and responsibility, at Contractor’s sole cost and expense, to generate and monetize any and allregulatory or voluntary credits, including RINs Credits, fromenvironmental attributes associated with the use of Biogas-derived CNGassociated with the Station’s dispensing of Vehicle Fuel. ii.In accordance with the federal Renewal Fuel Standard (“RFS”), Contractorwill ascribe environmental attributes, including RINs credits, to the CNG dispensed by City of St. Petersburg for use as Vehicle Fuel such that the CNG is deemed RNG-derived CNG, and in order for the RINs to be properlygenerated. The City of St. Petersburg will continue to obtain its supply ofnatural gas for converting into CNG under its own agreement(s) with third- party suppliers. For the avoidance of doubt, it is understood by the Parties that deliveries hereunder do not include physical gas delivery directly to the Station by Contractor. iii.Contractor will retain the value of any environmental attributes andassociated credits it generates from the use of Biogas-derived CNG associated with the Station’s dispensing of Vehicle Fuel. iv.The City hereby disclaims any interest in and represents and warrants that it has not and will not grant any interest in, any environmental attributes thatare or may be attributed to Vehicle Fuel dispensed at the Station during theTerm. The City will continue to receive any federal or state fuel taxincentives, credits, or grants associated with the use of CNG/RNG asVehicle Fuel. c.Remit Payment to the City i.Contractor shall pay the City’s Share (as defined in Appendix B) on theamount of CNG actually dispensed at the Station, as measured on a MCFbasis based on information provided to Contractor by the local gas utility(currently, Peoples Gas System (PGS) TECO Energy) or directly from utility billing information. ii.Contractor shall remit the City’s Share (as defined herein) of revenue fromRINs credits no later than one hundred and twenty (120) days after the endof each calendar quarter. Contractor’s payment to the City must beaccompanied by a statement setting forth the calculation of the City’s Share. iii.The City will advise Contractor of material changes in business or other DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F conditions that could result in a more than twenty percent (20%) change in the Target Volume for any upcoming annual period during the Term. No later than sixty (60) days prior to the anniversary of the Effective Date of the Agreement, the City and Contractor may mutually agree to adjust the Target Volume for the upcoming annual period of the Term. 4.City’s ResponsibilitiesAt a minimum, City shall provide and meet the following responsibilities: a.Continue to obtain a supply of natural gas from the applicable utility or other sourceto the Station. b.On a monthly basis, the City will provide Contractor with applicable billingdocumentation and receipts from the City’s natural gas provider documenting all volumes of natural gas dispensed as Vehicle Fuel from the Station to show that the City dispensed an amount of CNG equal to a minimum of the monthly proratedamount of the Target Volume. The City will provide necessary documentationshowing that the CNG dispensed at the Station is for use as Vehicle Fuel. c.The City will grant exclusive rights at the Station during the term to Contractor to supply Biogas-derived CNG, and the City will not claim any other environmental credits therefrom. The City agrees to cooperate to ensure that the Station iscompliant with legal and regulatory requirements related to the dispensing of CNGat the Station. The City will be responsible for purchasing and coordinating allutility pipeline gas for the daily station operations. d.The City will maintain all records relating to the Station for a period of five years after the expiration of the Term. 5.Account ManagementContractor shall provide Travis Yeomans as the Account Manager, who will be readilyavailable during normal business hours to administer the Agreement. Contractor shallobtain written approval of the City prior to reassigning the Account Manager, andContractor is responsible for notifying the City of any changes in contact information. Account Manager’s responsibilities shall include, but are not limited to, overseeing allaspects of implementation, servicing, reporting, and issue resolution. Replacement of theAccount Manager, upon written approval by the City, must be with personnel of equal orgreater ability and qualifications. Contractor’s replacement of the Account Manager willnot be grounds for an increase in the modification of the City’s Share or extension of the time for completion of the services required. The City will consider unauthorized changeof Account Manager as a material breach of the Agreement and grounds for termination. 6.Non-Performance a.Contract Administrator shall conduct inspection immediately after the Start Dateand advise the Procurement Department in writing regarding satisfactory resolution or of any remaining deficiencies. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F b.In the event the Contractor consistently fails to perform per the Agreementrequirements, the City may terminate the Agreement with cause and Contractormay be removed from the bidder’s list for up to a three-year period. 7.Safety a.Contractor shall be responsible for ensuring that Contractor’s staff follow allestablished safety regulations pertaining to the work to be performed per OSHAand/or City standards. b.Contractor’s employees will keep doors closed and locked while servicing facilitiesafter hours or when instructed by Facility Manager or Representative. 8.Training Contractor shall provide all job skills training and safety training required for its employees. Safety training shall instruct employees on the correct and safe use of the safety equipment required and of general safety procedures for the job and materials handling requirements. 9.Addition and Deletion of Service Locations a.City reserves the right to add or delete service locations at any time during the termof the Agreement. Contractor shall visit new sites and provide a quote forservice(s) within five business days of request by the City. Upon written approvalfrom the City Project Manager, Contractor shall begin servicing new locations within 10 business days of the date of the written notice. Written notice shall be made via electronic Purchase Order from the Procurement and SupplyManagement Department. b.Contractor shall provide services at all requesting City locations, including but notlimited to city facilities which are managed by third party firms. Upon request by the management firm, Contractor shall provide services, billed to the third-party management firm, at the same prices extended to the city under this Agreement. 10.Annual Target Volume Target Volume for the first annual period is 425,000 DGE and will change annually basedupon and equal the actual volumes dispensed at the CNG Station for the immediatelypreceding 12-month period. 11.Suspension of Service The City may, without prior notice to Contractor, temporarily suspend services at specific sites throughout the Term of the Agreement at its sole discretion in the event of a supplyinterruption, failure of the compression system, or full system failure. 12.Conditions for AcceptanceThe U.S Environmental Protection Agency must first approve the CNG station as eligible pathway for RINs. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F Appendix B Contractor will pay the City’s share (“City’s Share”) on all volume supplied by Contractor in an amount to be calculated as follows: 5% of the revenue from the D3 RINs generated in respect to the CNG dispensed at the Station. Example for illustrative purposes only: If D3 RINs were trading at $3.40 per RIN (equal to $39.87 per MMBtu), that would equate to $1.99 per MMBtu [$39.87 x .05 = $1.99] or $0.2922 per DGE payable to the City. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F EXHIBIT C TRANSACTION CONFIRMATION (Attached) Appendix C Transaction Confirmation 1 October 02, 2023 This Transaction Confirmation No. 1 (“TC No. 1”) is subject to the Master Agreement between City of St. Petersburg (“Dispenser”) and OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC (“Supplier”) dated as of October 20, 2023 (the “Master Agreement”). The terms of this TC No.1 are binding upon execution by the Parties. Capitalized terms not otherwise defined in this TC No. 1 have the meanings ascribed to such terms in the Master Agreement. To the extent that there is any conflict in the terms and conditions between this Transaction Confirmation and the Master Agreement, the terms and conditions of the Master Agreement shall prevail unless the Transaction Confirmation expressly states that it is superseding the Master Agreement with respect to a specific provision. Dispenser: City of St. Petersburg 2601 20th Avenue. N St. Petersburg Florida, 33713 Attn: Victoria Amerson E-mail: Victoria.Amerson@stpete.org Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue White Plains, NY 10601 http://www.opalfuels.com Attn: Juan Reina Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and jreina@opalfuels.com Dispenser Share: •5 % of the RIN Value and For purposes of calculating the Dispenser Share, the RNG Contract Quantity shall be measured each month and aggregated over the course of each calendar year of the Delivery Period (each, an “Annual Period”) of this Transaction Confirmation, commencing on the Start Date. Supplier shall pay the Dispenser Share to the Dispenser no later than one hundred and twenty (120) days from the end of the applicable calendar quarter during which the RNG was dispensed by Dispenser at the Station. RNG Contract Quantity: Supplier shall supply minimum of 60% of the actual volume dispensed at the Station (“Minimum Volume Amount” or “Target Volume”). The Station is projected to dispense 425,000 DGE annually. The RNG Contract Quantity shall be measured on a pro-rata basis monthly for purposes of determining compliance with this Transaction Confirmation. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F In the event that Supplier fails to supply the Station with RNG at the applicable Minimum Volume Amount, Supplier hereby guarantees payment to Dispenser of the Dispenser Share with respect to the shortfall, i.e., the difference between (i) the amount of RNG supplied by Supplier for the period, and (ii) Minimum Volume Amount. Dispenser shall advise Supplier promptly of any material changes in business conditions that could result in more than a twenty percent (20%) change in the RNG Contract Quantity on an annual basis. No later than sixty (60) days prior to each annual anniversary date of this Transaction Confirmation, Dispenser and Supplier shall adjust estimates for the aggregate RNG Contract Quantity for the upcoming year which shall be equal to the actual volume dispensed for the immediately preceding year. Delivery Period: Start Date: December 1, 2023 End Date: The initial term of the Agreement will be for two years with two one-year renewal periods by mutual agreement of the Parties. List of Station: 2601 20th Avenue. N St. Petersburg Florida, 33713 Meter No. and Gas Utilities Serving the Stations to be provided by Dispenser prior to start date and incorporated into this TC by Supplier: Additional Conditions: None. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F EXHIBIT A - 1 SCOPE OF SERVICES (Attached) DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F Appendix A-1 Scope of Services The City has two Compressed Natural Gas facilities where pipeline-quality natural gas is converted into compressed natural gas (“CNG”) for use as a transportation fuel for the City’s Solid Waste fleet. The volume of natural gas withdrawn from the commercial distribution system for the City of Clearwater Compressed Natural Gas station located at [insert address] (the “Station”) is measured by continuous metering. The CNG is used as a transportation fuel (“Vehicle Fuel”) and for no other purpose. The City purchases natural gas pursuant to an agreement with Florida Gas Utility. The natural gas utilized by the City for the Station is transported and metered by Clearwater Gas System, a department of the City of Clearwater The City’s volume of natural gas withdrawn from the commercial distribution system for the City’s Station in FY 2023 was 360,000 DGE (Diesel Gallon Equivalent). 13.Scope of Work Contractor shall supply into the commercial distribution system, at no charge to the City, anamount of Renewable Natural Gas/Biogas (hereinafter, “Biogas-derived CNG”) equal to orgreater than the actual volumes dispensed at the CNG Station for the immediatelypreceding 12-month period (hereinafter, “Target Volume”). Additionally, Contractor shall manage and monetize all environmental attributes, including Renewable Identification Numbers (RINs) credits, associated with the supply and consumption of such Biogas-derived CNG, and shall remit to the City a portion of the revenues generated from such credits as described herein. Contractor shall start suppling the City with RNG nominations on [6/1/2024] (“Start Date”). 14.Contractor ResponsibilitiesAt a minimum, Contractor shall provide and meet the following responsibilities: a.Produce Biogas-derived CNG i.Produce and provide Biogas-derived CNG into the commercial distributionsystem in an amount equal to or greater than the monthly prorated amountof the Target Volume per month (i.e., 30,000 DGE per month). DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F b.Generate Environmental Attributes, including RINs credits i.During the Term, Contractor will have the right and responsibility, at Contractor’s sole cost and expense, to generate and monetize any and all regulatory or voluntary credits, including RINs Credits, from environmental attributes associated with the use of Biogas-derived CNG associated with the Station’s dispensing of Vehicle Fuel. ii.In accordance with the federal Renewal Fuel Standard (“RFS”), Contractor will ascribe environmental attributes, including RINs credits, to the CNG dispensed by City of Clearwater for use as Vehicle Fuel such that the CNG is deemed RNG-derived CNG, and in order for the RINs to be properly generated. The City of Clearwater will continue to obtain its supply of natural gas for converting into CNG under its own agreement(s) with third- party suppliers. For the avoidance of doubt, it is understood by the Parties that deliveries hereunder do not include physical gas delivery directly to the Station by Contractor. iii.Contractor will retain the value of any environmental attributes and associated credits it generates from the use of Biogas-derived CNG associated with the Station’s dispensing of Vehicle Fuel. iv.The City hereby disclaims any interest in and represents and warrants that it has not and will not grant any interest in, any environmental attributes that are or may be attributed to Vehicle Fuel dispensed at the Station during the Term. The City will continue to receive any federal or state fuel tax incentives, credits, or grants associated with the use of CNG/RNG as Vehicle Fuel. c.Remit Payment to the City i.Contractor shall pay the City’s Share (as defined in Appendix B) on the amount of CNG actually dispensed at the Station, as measured on a MCF basis based on information provided to Contractor by the local gas utility (currently, Clearwater Gas System, a department of the City of Clearwater) or directly from utility billing information. ii.Contractor shall remit the City’s Share (as defined herein) of revenue from RINs credits no later than one hundred and twenty (120) days after the end of each calendar quarter. Contractor’s payment to the City must be accompanied by a statement setting forth the calculation of the City’s Share. iii.The City will advise Contractor of material changes in business or other DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F conditions that could result in a more than twenty percent (20%) change in the Target Volume for any upcoming annual period during the Term. No later than sixty (60) days prior to the anniversary of the Effective Date of the Agreement, the City and Contractor may mutually agree to adjust the Target Volume for the upcoming annual period of the Term. 15.City’s ResponsibilitiesAt a minimum, City shall provide and meet the following responsibilities: a.Continue to obtain a supply of natural gas from the applicable utility or other source to the Station. b.On a monthly basis, the City will provide Contractor with applicable billingdocumentation and receipts from the City’s natural gas provider documenting allvolumes of natural gas dispensed as Vehicle Fuel from the Station to show that theCity dispensed an amount of CNG equal to a minimum of the monthly prorated amount of the Target Volume. The City will provide necessary documentationshowing that the CNG dispensed at the Station is for use as Vehicle Fuel. c.The City will grant exclusive rights at the Station during the term to Contractor tosupply Biogas-derived CNG, and the City will not claim any other environmentalcredits therefrom. The City agrees to cooperate to ensure that the Station iscompliant with legal and regulatory requirements related to the dispensing of CNG at the Station. The City will be responsible for purchasing and coordinating all utility pipeline gas for the daily station operations. d.The City will maintain all records relating to the Station for a period of five yearsafter the expiration of the Term. 16.Account Management Contractor shall provide Travis Yeomans as the Account Manager, who will be readily available during normal business hours to administer the Agreement. Contractor shallobtain written approval of the City prior to reassigning the Account Manager, andContractor is responsible for notifying the City of any changes in contact information.Account Manager’s responsibilities shall include, but are not limited to, overseeing allaspects of implementation, servicing, reporting, and issue resolution. Replacement of the Account Manager, upon written approval by the City, must be with personnel of equal orgreater ability and qualifications. Contractor’s replacement of the Account Manager willnot be grounds for an increase in the modification of the City’s Share or extension of thetime for completion of the services required. The City will consider unauthorized changeof Account Manager as a material breach of the Agreement and grounds for termination. 17.Non-Performance a.Contract Administrator shall conduct inspection immediately after the Start Dateand advise the Procurement Department in writing regarding satisfactory resolutionor of any remaining deficiencies. DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F b.In the event the Contractor consistently fails to perform per the Agreement requirements, the City may terminate the Agreement with cause and Contractormay be removed from the bidder’s list for up to a three-year period. 18.Safety a.Contractor shall be responsible for ensuring that Contractor’s staff follow all established safety regulations pertaining to the work to be performed per OSHA and/or City standards. b.Contractor’s employees will keep doors closed and locked while servicing facilitiesafter hours or when instructed by Facility Manager or Representative. 19.Training Contractor shall provide all job skills training and safety training required for its employees. Safety training shall instruct employees on the correct and safe use of the safety equipment required and of general safety procedures for the job and materials handling requirements. 20.Addition and Deletion of Service Locations a.City reserves the right to add or delete service locations at any time during the termof the Agreement. Contractor shall visit new sites and provide a quote for service(s) within five business days of request by the City. Upon written approval from the City Project Manager, Contractor shall begin servicing new locationswithin 10 business days of the date of the written notice. Written notice shall bemade via electronic Purchase Order from the Procurement and SupplyManagement Department. b.Contractor shall provide services at all requesting City locations, including but not limited to city facilities which are managed by third party firms. Upon request bythe management firm, Contractor shall provide services, billed to the third-partymanagement firm, at the same prices extended to the city under this Agreement. 21.Annual Target Volume Target Volume for the first annual period is 360,000 DGE and will change annually based upon and equal the actual volumes dispensed at the CNG Station for the immediately preceding 12-month period. 22.Suspension of ServiceThe City may, without prior notice to Contractor, temporarily suspend services at specificsites throughout the Term of the Agreement at its sole discretion in the event of a supply interruption, failure of the compression system, or full system failure. 23.Conditions for AcceptanceThe U.S Environmental Protection Agency must first approve the CNG station as eligiblepathway for RINs. EXHIBIT B - 1 (Attathed) DocuSign Envelope ID: 6F5B71D9-3782-46EA-ABE3-62BE0498607F Appendix B-1 Contractor will pay the City’s share (“City’s Share”) on all volume supplied by Contractor in an amount to be calculated as follows: 5% of the revenue from the D3 RINs generated in respect to the CNG dispensed at the Station. Example for illustrative purposes only: If D3 RINs were trading at $3.40 per RIN (equal to $39.87 per MMBtu), that would equate to $1.99 per MMBtu [$39.87 x .05 = $1.99] or $0.2922 per DGE payable to the City. EXHIBIT C-1 TRANSACTION CONFIRMATION (Attached) OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com Appendix C-1 Transaction Confirmation 1 April 22, 2024 This Transaction Confirmation No. 1 (“TC No. 1”) is subject to the Master Agreement between City of Clearwater (“Dispenser”) and OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC (“Supplier”) dated as of April 22, 2024 (the “Master Agreement”). The terms of this TC No.1 are binding upon execution by the Parties. Capitalized terms not otherwise defined in this TC No. 1 have the meanings ascribed to such terms in the Master Agreement. To the extent that there is any conflict in the terms and conditions between this Transaction Confirmation and the Master Agreement, the terms and conditions of the Master Agreement shall prevail unless the Transaction Confirmation expressly states that it is superceding the Master Agreement with respect to a specific provision. Dispenser: City of Clearwater d/b/a Clearwater Gas System 777 Maple St Clearwater, FL 33755 Phone: 727-562-4900 Attention: Alex Leon, Gas Assistant Director Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue White Plains, NY 10601 www.opalfuels.com Attn: Juan Reina Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and jreina@opalfuels.com Dispenser Share: •5 % of the RIN Value andFor purposes of calculating the Dispenser Share, the RNG Contract Quantity shall be measured each month and aggregated over the course of each calendar year of the Delivery Period (each, an “Annual Period”) of this Transaction Confirmation, commencing on the Start Date. Supplier shall pay the Dispenser Share to the Dispenser no later than one hundred and twenty (120) days from the end of the applicable calendar quarter during which the RNG was dispensed by Dispenser at the Station. RNG Contract Quantity: Supplier shall supply minimum of 60% of the actual volume dispensed at the Station (“Minimum Volume Amount”). The Station is projected to dispense 51,282 MMBtu or approximately 400,00 GGE. The RNG Contract Quantity shall be measured on a pro-rata basis monthly for purposes of determining compliance with this Transaction Confirmation. OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com In the event that Supplier fails to supply the Station with RNG at the applicable Mininum Volume Amount, Supplier hereby guarantees payment to Dispenser of the Dispenser Share with respect to the shortfall, i.e., the difference between (i) the amount of RNG supplied by Supplier for the period, and (ii) Minimum Volume Amount. Dispenser shall advise Supplier promptly of any material changes in business conditions that could result in more than a twenty percent (20%) change in the RNG Contract Quantity on an annual basis. No later than sixty (60) days prior to each annual anniversary date of this Transaction Confirmation, Dispenser and Supplier shall adjust estimates for the aggregate RNG Contract Quantity for the upcoming year which shall be equal to the actual volume dispensed for the immediately preceding year. Delivery Period: Start Date: 6/1/2024End Date: The Agreement will terminate on October 19, 2025 with two one-year renewal periods by mutual agreement of the Parties. List of Stations: •1005 Old Coachman Road, Clearwater, FL 33765 •1020 N Hercules Ave, Clearwater FL 33765 Meter No. and Gas Utilities Serving the Stations to be provided by Dispenser prior to start date and incorporated into this TC by Supplier: Additional Conditions: None. Solicitation No. 8717,1 City of St. Petersburg Solicitation No. 8717,1 1.1 General Information Title IFB 8717,1: Compressed Natural Gas Description 405-13: Compressed Natural Gas The City of St. Petersburg ("City") is soliciting bids from qualified firms to provide renewable natural gas. Amendment Date 22-AUG-2023 07:53:57 Amendment Description Amendment No. 1 to extend the close date to August 31, 2023 at 3:00PM and provide additional time to upload questions and answers. Preview Date 22-AUG-2023 07:53:59 Open Date 22-AUG-2023 07:53:59 Close Date 31-AUG-2023 15:01:00 Award Date Not Specified Time Zone Eastern Time Buyer Amerson, Victoria Quote Style Sealed Email Victoria.Amerson@stpete.org Outcome Blanket Purchase Agreement Note Pre-Bid Meeting Date: Wednesday, August 16, 2023 Time:10:00 AM EST Join Zoom Meeting https://zoom.us/j/92833680761 Meeting ID: 928 3368 0761 One tap mobile +13052241968,,92833680761# US +16469313860,,92833680761# US All questions regarding this solicitation must be emailed to victoria.amerson@stpete.org no later than 12:00PM., August 18,2023. 1.2 Terms Effective Start Date Not Specified Effective End Date Not Specified Ship-To Address SANITATION SANITATION DEPARTMENT CITY OF ST PETERSBURG 2001 28TH ST N Saint Petersburg, FL 33713 United States Bill-To Address ACCOUNTS PAYABLE FINANCE DEPARTMENT ACCOUNTS PAYABLE CITY OF ST PETERSBURG PO BOX 1257 Saint Petersburg, FL 33731 United States Payment Terms NET 30 Carrier Common Carrier FOB FOB Destination Freight Terms Prepaid Currency USD (US Dollar) Price Precision Any Total Agreement Amount (USD) Not Specified Minimum Release Amount (USD) Not Specified Solicitation No. 8717,1 City of St. Petersburg 1.3 Requirements Section A - Profile 1. Company name (full legal name). ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 2. Federal identification number. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 3. Street address, telephone, P.O. Box, zip code, state and email. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 4. Company ownership. If incorporated, the state and date of incorporation. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 5. Year the company was founded. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below Solicitation No. 8717,1 City of St. Petersburg Section A - Profile 6. Address and phone number of the office providing the service. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 7. Name, phone number, email address, and title of contact person. This person must be capable of committing the company to an agreement with the City. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 8. Number of employees, both locally and nationally. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 9. Number of years company has operated under this name. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 10. Brief description of the nature of the company's business. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below Solicitation No. 8717,1 City of St. Petersburg Section A - Profile 11. Number of years company has been in present business. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 12. Type of business organization (sole proprietorship, partnership, corporation, limited liability company). ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 13. Company's bank of record. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 14. Is the bidder registered with the Florida Department of State, Division of Corporations (Sunbiz)? (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 15. Is the bidder a City certified Small Business Enterprise (SBE)? If Yes please provide your certificate number. (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below Solicitation No. 8717,1 City of St. Petersburg Section A - Profile 16. Describe any litigation that the bidder has been a party to in the last five years where it was alleged that the bidder breached a contract for similar services with a client/customer and describe any contracts for similar services that the bidder failed to complete for similar services. Describe the facts and status of any such litigation or contract. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 17. Identify any government entity that has debarred or otherwise prohibited the Bidder from responding to its competitive solicitations within the last five years. Describe the circumstances surrounding such debarment or other prohibition. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below Section B - Requirements 1. Bid Acceptances Period The bidder confirms that prices will remain firm for a period of ninety (90) days. (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 2. Warranty The bidder fully warrants all material, equipment and services against poor and inferior quality or workmanship for a period of one (1) year from date of final acceptance. Copies or descriptions of all manufacturer's(s') warranties shall accompany bid for the item(s) proposed. The description(s) shall include the length and scope of the warranties. (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 3. Insurance The bidder hereby certifies that he or she has reviewed and understands the insurance requirements specified in the IFB. Should the bidder be awarded the contract for the work, bidder further certifies that it Solicitation No. 8717,1 City of St. Petersburg Section B - Requirements can meet the specified requirements for insurance, including insurance coverage of the subcontractors, and agrees to name the City of St. Petersburg as additional insured for the work specified. (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 4. License The bidder certifies that he/she possess a valid State of Florida Contractor's License for the classification(s) of work specified in the contract documents. Bidders must show copies of their contractor's license number, classification and expiration date on their bid. Please attached a PDF of your license. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 5. E-Verify The bidder acknowledges that it has read, understands and will comply with Florida Statute section 448.095 pertaining to required use of the U.S. Department of Homeland Security's E-Verify system. Should the City terminate the contract with the bidder for violation of s. 448.09(1), bidder may not be awarded a contract with the City for at least one year. (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES Section C - Public Records Laws 1. The bidder acknowledges that its bid is subject to Public Records laws (Chapter 119, Florida Statutes). (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 2. Has the bidder identified any trade secrets or confidential information in its bid? (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES Section D - Exceptions 1. The bidder certifies that it takes no exceptions to the terms and conditions of the solicitation. (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below Solicitation No. 8717,1 City of St. Petersburg Section D - Exceptions 2. If exceptions are taken, specify in the space provided. If No exceptions are taken, please enter "N/A" to proceed. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below Section E - Living Wage 1. Provide the number of full-time employees directly on bidder's payroll as of submission date. ........................................................................................................................................................................ Type ........................................................................................................................................................................ Provide your answer below 2. Does bidder agree to comply with the Living Wage requirements set forth in the St. Petersburg City Code? (Y/N) ........................................................................................................................................................................ Type ........................................................................................................................................................................ Please indicate your response: NO YES 1.4 Attachments Name Data Type Description Appendix A, Scope of Services File Appendix A, Scope of Services Appendix B, Pricing Schedule File Appendix B, Pricing Schedule Agreement File Agreement General Terms File General Terms Special Terms Living Wage File Special Terms Living Wage Solicitation No. 8717,1 City of St. Petersburg 2 Price Schedule 2.1 Line Information Line Item, Rev Target Quantity Unit Unit Price Amount Bid Minimum Release Amount 1 Compressed Natural Gas 1 DOLLA R IFB No. 8717,1 Compressed Natural Gas 405-13 Compressed Natural Gas Tori Amerson City of St. Petersburg Bid Tabulation Procurement and Supply Management Clean Energy OPAL Fuels LLC Trillium Transportation Fuels LLC dba Trillium CNG Newport Beach, CA White Plains, NY Houston, TX Item No.Description Qty.UOM Unit Price Unit Price Unit Price 1 405-13 Compressed Natural Gas 1 ea 2%5%3% NOTE:COST IS CALCULATED BY % OF THE REVEUNE FROM THE D3 RINs GENERATED IN RESPECT TO THE CNG DISPENSED AT THE STATION. Annual SubTotal: 3-Year Agreement Total: Pending Award Page 1 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0477 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: General Services Agenda Number: 6.2 SUBJECT/RECOMMENDATION: Authorize a purchase order to Viktor Construction Corp, for various interior and exterior painting, in the not to exceed amount of $650,000.00 for the term May 1, 2024 through July 18, 2026 with one, two-year renewal option in the amount of $600,000.00, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY The majority of Building & Maintenance’s interior and exterior painting projects have been procured by obtaining quotes or by piggybacking other government entities contracts. Rather than using multiple vendors, staff is requesting the ability to piggyback an existing contract with Viktor Construction Corp for various painting projects throughout the City for the duration of their respective contract. This will allow the City to benefit from pre-negotiated prices for various items as required. This agenda item is needed to maintain the exterior envelope of various city buildings. This is imperative to the health and well-being of the structure as well as its aesthetic appearance to the public. It has been staff’s policy to paint the exterior of buildings that have new roofs installed to ensure the exterior envelope and maintenance has been addressed as much as is possible. Structures that are scheduled to be painted include the following: Fire 48 Training Building exterior and interior, Fire 51 exterior, Main Library exterior, MSB exterior, Main Police exterior, Police substations North Greenwood and South Greenwood exterior and interior, Lifeguard Building 0 interior, Carpenter Field exterior and interior (annual event), and BayCare Field exterior and interior (annual event). Authorization is requested to piggyback Pinellas County Contract 23-0145-ITB valid through July 18, 2026, with option for a one, two-year renewal. Should Pinellas County extend their contract, approval to renew for the additional two years is requested. Flexibility is requested to allow for expenditure of budgeted funds as needed throughout the term, in accordance with the intent of this general authorization. APPROPRIATION CODE AND AMOUNT: Funds are available in Building and Maintenance operating code 5656531-530300, Contractual Services, in capital project GSBM180004, Painting of Facilities for general government buildings, and in other various capital R&R projects depending upon location (fund). STRATEGIC PRIORITY: This purchase furthers the Council’s Strategic Plan to achieve High Performing Government by maintaining public infrastructure through systematic management efforts. Page 1 City of Clearwater Printed on 5/14/2024 23-0145-ITB Bid Tabulation Vendor Amount Viktor Construction Corp 2,683,500.00 Lowes Commercial Painting 3,507,000.00 Quick Painting Group Corp 5,619,000.00 Razorback LLC 6,123,750.00 Smiley's Restoration & Painting Services, LLC.7,031,250.00 Kodiak Property Maintenance 7,211,250.00 Kimszal Contracting, Inc.7,563,000.00 cannida Group LLC 9,696,900.00 Sunshine Enterprise USA LLC 10,061,250.00 Southern Road & Bridge LLC 11,136,000.00 Mega Service Solutions 13,976,250.00 Melanie S. Griffin, SecretaryRon DeSantis, GovernorSTATE OF FLORIDADEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATIONCONSTRUCTION INDUSTRY LICENSING BOARDTHE GENERAL CONTRACTOR HEREIN IS CERTIFIED UNDER THEPROVISIONS OF CHAPTER 489, FLORIDA STATUTESKAVOUKLIS, NIKITAS MICHAELDo not alter this document in any form.VIKTOR CONSTRUCTION CORPLICENSE NUMBER: CGC1509385EXPIRATION DATE: AUGUST 31, 2024This is your license. It is unlawful for anyone other than the licensee to use this document.1101 SUNSET DRIVETARPON SPRINGS FL 34689Always verify licenses online at MyFloridaLicense.com Viktor Construction Corp 1101 Sunset Drive Tarpon Sp, FL 34689 03 0562259 May 2, 2023 ,1CD_RD9 CERTIFICATE OF LIABILITY INSURANCE r DATE (MMIDDIYYY'fl 05/12/2023 � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAfVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on thl• certificate does not confer rlahts to the cartlllcate holder in Heu of such endorsemenllsl. PRODUCER NX;;t\,I Angie KavouklisNew Century Insurance �"�9,�f _ : r� No': - --- 761 South Pinellas Ave Tarpon Springs. FL 34689 INSURED ---------------�----------------------·-·· -··-··-------- Viktor Construction Corp 1101 Sunset Drive Tarpon Springs, FL 34689 COVERAGES CERTIFICATE NUMBER· . 727 934 3500t•MAIL �.q)Q_l3ES8: NCl3500@aol.com ----------·-INSUR§B{SJ AFFORD!NG COV_ERAGE INSURER,,. : Evanston Insurance Company . l�SlJRER B : -Granada Ins. Corflpany -----INSURERC:: Accredttd Surety Ins. Co. =-----------------------· -----·------.!!-1.!Y.Bm.�_;_ -���_:i-�t�n l�_surance Co�.e_a__!!r ___ ,. ... ---IN5U�..E_.�; __ INSURERF: -------·-- REVISION NUMBER· - - ' .N�IY, ·-·-· ---- ------,----· -----·--·-·------- THIS IS TO C5RTIFY THAT TH� POLICIES OF INSURANCE LISTED BELOW HAVE 8EEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. '�,1:-1 TYPEOFINS�RANce ---------------�fo_l_R; POL1C"NUMB�---i ··isoucvEFF -pgwc,;�--------·-·- A B A C D X COMMERCtAL GENERAL LIABILITY , ___ ! _____ ...] CJ.AIMS-MADE ;_�7 OCCUR -- ·---------------�------··-----------··-··---OEN'L AGGREGATE LIMIT APPLES PER --- 7 r··-·-1 PRO-1 .) POLICY 1 ______ J JECT OTHER AUTOMOBILE LIABILITY ANY AUTO '---- � OWNED �-AUTOS ONLY HIRED -----AIJTOSONLY �- f UMBRELLA LIAS ' -- ·-i I _i LOG SCHEDULEDAUTOS NON-OWNED AUTOS ONLY I OCCUR X : EXCESS LIAS I I CLAIMS-MA_f?_E!" --1 OED. :··7·RETENTION $ WORKERS COMPENSATION iI ! I AND l!MPLOY!RS' LIAISILITY YIN ANYPROPRtETOR/PARThlER.1EXECUTIVE OFFICER/t.£M6EREXClUDE01 ' ' y y y Ol•1A {Mandatory In NH) I gi��1m1� i:W10PeRATIONS below ! ' Pollution Liability I y i' y y ! ! 3M611390 1012112022 0110FL0005162!J..0 03/05/2023 EZXS3115528 05092023 1AU1DFL160135439800 : 04126/2023 CPLMOL 117100 0510912023 LIOITS , EA.CH OCCURRENCE c-DAMAG'E fcffti:NTEO j-E��-M��� 1�1!. �ri-�l __ � MED EXP {Any one person) 10/21/2023 PERSONAL & ADV INJURY r------i GE.NERALAGGREGATE I 1,000.000 $ 100,000 ----··-$ 5,000 s 1,000,000 s 2,000,000 -··---·------. 1-------L$ 2,0QQ,Q00 l PR0DU�TS __ ·_�_�fiQP_�g_c;_ "---- COM81r11ED SINGLE LIMIT LE_a_ !IQ:Jg_�Jlt} __ BODILY INJURY (Per pgl'$0n) 03/05/2024 i BODILY INJURY (Per aoodenl} L -PROPERTY DAMAGE O'er accident) ; EACH OCCURRENCE 05109/2024 ' AGGREGATE • �:T\JTE XI ��H-r-·-··-----�-·-· 04/26/2024 � E.!� ��-1:i _,6,_(;:�!)E_trf _ -: E.L. OISE_ASE • EA EMPLOYEE i E.L. DISEASE-POUCYLIMIT l 05/09/2024 i ' $ $ I s I $ $ $ $ ; _$ $ 1,000,000 --------- -.. -------- ---- 1,000,000 1,000,000 1,000,000 1,000,000 1,000.000 1,000,000, - - Dl!!SCRIPTIOH OF OPERATIONS I LOCATIONS I VEHICLES {ACORD 101, Additional Remarlul Schedule, may be attacMd ff more apace 18 required) General Liability: Additional lnsurd Pinelllas County. a Subdiviision of the State of Floridda, 400 S. Fort Harrison Ave. Clearwater, FL 33756 CERTIFICATE HOLDER Pinellas County. a Subdivision of the State of Florida 400 S. Fort Harrison Ave Clearwater, FL 33756 CANCELLATION SHOULD ANY OF TI-IE 4BOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANC�-�H THE POLICY PROVISIONS. _/ / AUTH DR�NTATIVE ACORO 25 (2016/03) The ACORO name and logo are registered marks of A ORD Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 1 of 41 PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS 400 S. FT. HARRISON AVENUE ANNEX BUILDING – 6TH FLOOR CLEARWATER, FL 33756 INVITATION TO BID ITB – SERVICES SUBMITTALS ARE OPENED PUBLICLY AND ARE ACCEPTED VIA OPENGOV THE MISSION OF PINELLAS COUNTY Pinellas County Government is committed to progressive public policy, superior public service, courteous public contact, judicious exercise of authority and sound management of public resources to meet the needs and concerns of our citizens today and tomorrow. ISSUE DATE: Thursday, March 10, 2023 SOLICITATION NUMBER: 23-0145-ITB-Services SOLICITATION TITLE: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing DEADLINE FOR WRITTEN QUESTIONS: Thursday, March 23, 2023 by 3:00 PM Eastern Time SUBMIT QUESTIONS: ALL QUESTIONS MUST BE SUBMITTED IN OPENGOV WITHIN THE Q&A SECTION. ALL SUBMITTALS ARE DUE BY: Thursday, April 13, 2023 by 3:00 PM Eastern Time PRE-CONFERENCE INFORMATION: SITE VISIT INFORMATION: SOLICITATION CONTACT INFORMATION: NAME: Thomas Russell EMAIL: torussell@pinellas.gov SUBMITTALS MAY NOT BE WITHDRAWN FOR 120 DAYS AFTER OPENING DATE. The Purchasing and Risk Management Division for the Pinellas County Board of County Commissioners has transitioned to OpenGov Procurement for contractor/vendor registration, and for posting, submitting and receiving bids, quotes and proposals for active solicitations. Contractors/Vendors must register with OpenGov Procurement (https://procurement.opengov.com/signup) to bid on active County solicitations. Should you need technical assistance with OpenGov, the following options are available for assistance: Phone: (855) 680-4747, 8 a.m. to 8 p.m., Monday - Friday Email: procurement-support@opengov.com Chat is available in the OpenGov application Web: https://help.procurement.opengov.com Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 2 of 41 PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 Please Note: From time to time, addenda may be issued to this solicitation. Any such addenda will be posted on the same Web site, www.pinellascounty.org/purchase/Current_Bids1.htm , from which you obtained this solicitation. Before submitting, you should check our Web site to download any addenda that may have been issued. Please remember to sign and return Addenda Acknowledgement Form with completed bid package if applicable. AUTHORIZED BY: ___________________________________________ Merry Celeste, CPPB Division Director of Purchasing and Risk Management Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 3 of 41 PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 VENDORS MUST COMPLETE THE FOLLOWING VENDORS ARE CAUTIONED THAT THE POLICY OF THE BOARD OF COUNTY COMMISSIONERS, PINELLAS COUNTY, IS TO ACCEPT THE LOWEST RESPONSIVE AND RESPONSIBLE SUBMITTAL RECEIVED MEETING SPECIFICATIONS. NO CHANGES REQUESTED BY A VENDOR DUE TO AN ERROR IN PRICING WILL BE CONSIDERED AFTER THE SOLICITATION OPENING DATE AS ADVERTISED. BY SIGNING THIS SUBMITTAL FORM, VENDORS ARE ATTESTING TO THEIR AWARENESS OF THIS POLICY AND ARE AGREEING TO ALL OTHER SOLICITATION TERMS AND CONDITIONS, INCLUDING ANY INSURANCE REQUIREMENTS CONTAINED HEREIN. VENDOR NAME: ______________________________________________ (As shown on W-9) DBA: ______________________________________________ (If applicable) MAILING ADDRESS: ______________________________________________ (As shown on W-9) CITY / STATE / ZIP: ______________________________________________ (As shown on W-9) VENDOR EMAIL: ______________________________________________ (Primary Company Email Address) REMIT TO NAME: ______________________________________________ (As Shown on Vendor Invoice) FEIN#: ______________________________________________ (As shown on W-9) PAYMENT TERMS: ____% ___DAYS, NET 45 (PER F.S. 218.73) DEPOSIT, IF REQUIRED, IS ATTACHED IN THE AMOUNT OF $ _____________ Proper Corporate Identity is needed when you submit your quote, especially how your firm is registered with the Florida Division of Corporations. Please visit dos.myflorida.com/sunbiz/ for this information. It is essential to return a copy of your W-9 with your quote. Thank you. VENDOR CONTACT INFORMATION CONTACT NAME: _______________________ PHONE NUMBER: _______________________ FAX NUMBER: _______________________ EMAIL ADDRESS: _______________________ I HEREBY AGREE TO ABIDE BY ALL CONDITIONS OF THIS SOLICITATION, INCLUDING ALL INSURANCE REQUIREMENTS, AND CERTIFY THAT I AM AUTHORIZED TO SIGN THIS SOLICITATION FOR THE VENDOR. AUTHORIZED SIGNATURE: _______________________ PRINT NAME: _______________________ TITLE: _______________________ SEE SECTION F FOR PRICING SUMMARY THIS FORM MUST BE RETURNED WITH YOUR RESPONSE Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 4 of 41 PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 TABLE OF CONTENTS TABLE OF CONTENTS ....................................................................................................................... 4 SECTION A - GENERAL CONDITIONS ........................................................................................... 6 1. PREPARATION OF SUBMITTAL .......................................................................................................................... 6 2. DESCRIPTION OF GOODS/SERVICES/SUPPLIES ............................................................................................. 6 3. ALTERNATES ........................................................................................................................................................ 6 4. VENDOR SUBMISSION ......................................................................................................................................... 6 5. REJECTION OF SUBMISSION .............................................................................................................................. 7 6. WITHDRAWAL OF SUBMITTAL ........................................................................................................................... 7 7. LATE SUBMISSION OR MODIFICATIONS ........................................................................................................... 7 8. PUBLIC REVIEW AT OPENING ............................................................................................................................ 7 9. TABULATION INQUIRIES ..................................................................................................................................... 7 10. AWARD OF CONTRACT ....................................................................................................................................... 7 11. SUBMITTALS FROM RELATED PARTIES OR MULTIPLE SUBMITTALS RECEIVED FROM ONE VENDOR 8 12. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS ................................................................... 8 13. PROVISION FOR OTHER AGENCIES .................................................................................................................. 8 14. COLLUSION ........................................................................................................................................................... 8 15. CONTRACTOR LICENSE REQUIREMENT .......................................................................................................... 8 16. SAFETY DATA SHEETS REQUIREMENTS ......................................................................................................... 8 17. RIGHT TO AUDIT ................................................................................................................................................... 8 18. STATEMENT RELATIVE TO "PUBLIC ENTITY CRIMES" .................................................................................. 8 19. COUNTY INDEMNIFICATION ................................................................................................................................ 9 20. VARIANCE FROM STANDARD TERMS & CONDITIONS.................................................................................... 9 21. ADA REQUIREMENT FOR PUBLIC NOTICES ..................................................................................................... 9 22. "OR EQUAL" DETERMINATION ........................................................................................................................... 9 23. INSURANCE ........................................................................................................................................................... 9 24. PROCUREMENT POLICY FOR RECYCLED MATERIALS .................................................................................. 9 25. ASBESTOS MATERIALS .................................................................................................................................... 10 26. PAYMENT/INVOICES .......................................................................................................................................... 10 27. TAXES .................................................................................................................................................................. 11 28. TERMINATION ..................................................................................................................................................... 11 29. CONTRACTOR CAPABILITY/REFERENCES .................................................................................................... 11 30. DELIVERY/CLAIMS.............................................................................................................................................. 11 31. MATERIAL QUALITY ........................................................................................................................................... 11 32. WRITTEN REQUESTS FOR INTERPRETATIONS/CLARIFICATIONS .............................................................. 12 33. ASSIGNMENT/SUBCONTRACTING/CORPORATE ACQUISITIONS AND/OR MERGERS ............................. 12 34. EXCEPTIONS ....................................................................................................................................................... 12 35. NON-EXCLUSIVE CONTRACT ........................................................................................................................... 12 36. PUBLIC RECORDS/TRADE SECRETS .............................................................................................................. 12 37. LOBBYING ........................................................................................................................................................... 13 38. ADDITIONAL REQUIREMENTS .......................................................................................................................... 13 39. ADD/DELETE LOCATIONS SERVICES .............................................................................................................. 14 40. INTEGRITY OF SOLICITATION DOCUMENTS .................................................................................................. 14 41. PUBLIC EMERGENCIES ..................................................................................................................................... 14 42. JOINT VENTURES ............................................................................................................................................... 14 43. CONFLICT OF INTEREST ................................................................................................................................... 14 44. PROTEST PROCEDURE ..................................................................................................................................... 15 45. DISPUTE RESOLUTION FOR PAYMENT REQUEST OR INVOICE .................................................................. 16 46. PUBLIC RECORDS – CONTRACTOR’S DUTY .................................................................................................. 17 47. E-VERIFY .............................................................................................................................................................. 17 48. INDEPENDENT CONTRACTOR STATUS AND COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986 ............................................................................................................................................. 18 49. TRUTH IN NEGOTIATIONS ................................................................................................................................. 18 50. OWNERSHIP OF DOCUMENTS .......................................................................................................................... 18 SECTION B – SPECIAL CONDITIONS .......................................................................................... 19 1. INTENT ................................................................................................................................................................. 19 2. QUANTITIES ......................................................................................................................................................... 19 3. PRICING/PERIOD OF CONTRACT ..................................................................................................................... 19 4. TERM EXTENSION(S) OF CONTRACT: ............................................................................................................. 19 Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 5 of 41 PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 5. MANDATORY PRE-BID CONFERENCE: ........................................................................................................... 19 6. NON-MANDATORY SITE VISIT: ......................................................................................................................... 19 7. PRE-COMMENCEMENT MEETING ..................................................................................................................... 19 8. MATERIALS: ........................................................................................................................................................ 19 9. BREACH OF CONTRACT .................................................................................................................................... 20 10. PERMITS, FEES AND COSTS IMPOSED BY PINELLAS COUNTY TO BE OBTAINED BY AND/OR BORNE B CONTRACTOR ......................................................................................................................................................... 20 11. WORKSITE SANITATION .................................................................................................................................... 20 12. EQUAL OPPORTUNITY / GIFT & GRATUITY POLICY ...................................................................................... 20 13. SUBMISSION OF BIDS ........................................................................................................................................ 20 14. DEMONSTRATION............................................................................................................................................... 20 SECTION C – INSURANCE AND INDEMNIFICATION REQUIREMENTS .................................... 21 1. LIMITATIONS ON LIABILITY ............................................................................................................................... 21 2. INDEMNIFICATION .............................................................................................................................................. 21 3. INSURANCE ......................................................................................................................................................... 21 SECTION D – VENDOR REFERENCES ........................................................................................ 25 SECTION E – SPECIFICATIONS ................................................................................................... 26 SECTION F – BID SUMMARY ........................................................................................................ 35 ELECTRONIC PAYMENT (EPAYABLES) ...................................................................................... 37 W-9 REQUEST FOR TAXPAYER ID NUMBER AND CERTIFICATION ........................................ 38 SECTION G - ADDENDUM ............................................................................................................. 39 SECTION H – STATEMENT OF NO BID ........................................................................................ 40 APPENDIX 1 – E-VERIFY AFFIDAVIT ........................................................................................... 41 Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 6 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION A - GENERAL CONDITIONS 1. PREPARATION OF SUBMITTAL Submittal will be prepared in accordance with the following: a. Submittals shall be uploaded on forms furnished, utilizing OpenGov procurement website. Failure to comply could result in the submission being rejected. b. If price is factor, unit prices shall be shown and where there is an error in extension of price, the unit price shall govern. c. Alternate submittals will not be considered unless authorized by the solicitation. d. Proposed delivery time must be shown and shall include weekends and holidays. e. Contractor is advised that exceptions to any terms and conditions contained in this solicitation or the agreement must be stated with specificity in its response to the solicitation as provided herein and in Section A, AGREEMENT. Contractor is deemed to have accepted and to be bound by the solicitation and agreement terms and conditions that contractor does not take exception to in its response. The County reserves the right to modify or add terms and conditions based upon the exceptions stated by the contractor, or to declare any terms and conditions non-negotiable, as determined by the County in its sole discretion. f. Contractors shall thoroughly examine the drawings, specifications, schedule, instructions and/or all other solicitation documents. g. Contractors shall make all investigations necessary to thoroughly inform themselves regarding plant and facilities for delivery of material and equipment as required by the solicitation. Plea of ignorance by the contractor of conditions that exist or that may hereafter exist as a result of failure or omission on the part of the contractor to make the necessary examinations and investigations, or failure to fulfill in every detail the requirements of the solicitation documents, will not be accepted as a basis for varying the requirements of the County or the compensation to the contractor. h. Contractors are advised that all County solicitations are subject to all legal requirements provided for in the Purchasing Ordinance and/or State and Federal Statutes. 2. DESCRIPTION OF GOODS/SERVICES/SUPPLIES a. Any manufacturer's names, trade names, brand name, or catalog numbers used in specifications are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Submittals will be considered for all brands which meet the quality of the specifications listed for any items. b. Contractors are required to state exactly what they intend to furnish otherwise they shall be required to furnish the items as specified. c. Contractor submission shall include all data necessary to evaluate and determine the quality of the item(s) they intend to furnish. 3. ALTERNATES Unless otherwise provided in the solicitation, alternatives may be included in the plans, specifications, and/or solicitation. When the County includes alternates in the solicitation, the contractor shall indicate on the submittal the cost of said alternate and sum to be deducted or added to the base pricing. Such alternates may or may not be accepted by the County. If approved, it is at the County’s discretion to accept said alternate(s) in any sequence or combination therein. If the contractor is proposing an alternate that is not provided in the solicitation, alternate(s) must be submitted within the Pinellas OpenGov Tab prior to the question deadline, and receive approval prior to the solicitation opening date in order to be considered for award. 4. VENDOR SUBMISSION a. Submittals shall be uploaded utilizing OpenGov procurement website (https://secure.procurenow.com/portal/pinellasfl). Failure to comply could result in the submittal being rejected. b. Submittals must be on the forms furnished. Submittals sent via email will not be considered. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 7 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 5. REJECTION OF SUBMISSION a. The County may reject a submittal if: 1. The contractor incorrectly states or conceals any material fact in the solicitation. 2. The solicitation does not strictly conform to the law or requirements of solicitation including insurance requirements. 3. The solicitation is conditional, except that the contractor may qualify its submittal for acceptance by the County on an "all or none" basis, or a "low item" basis. An "all or none" basis submittal must include all items upon which the contractor was invited. b. The respective constitutional officer, County Administrator, on behalf of the Board of County Commissioners or within their delegated financial approval authority, or Director of Purchasing, within their delegated financial approval authority, shall have the authority when the public interest will be served thereby to reject all submittals or parts of submittals at any stage of the procurement process through the award of an agreement. c. The County reserves the right to waive minor informalities or irregularities in any submittal. 6. WITHDRAWAL OF SUBMITTAL The submittal may be withdrawn prior to the bid opening date, however, a submittal may not be withdrawn for a period of time as specified in this solicitation document. 7. LATE SUBMISSION OR MODIFICATIONS a. Submittals and modifications received after the time set for the submission will not be considered. This upholds the integrity of the process. b. Modifications in writing received prior to the time set for the submittal will be accepted. 8. PUBLIC REVIEW AT OPENING Pursuant to Florida Statute, Section 119.071(1)(b)2, all submittals shall be subject to review as public records after 30-days from opening, or earlier if an intended decision is reached before the thirty-day period expires. Unless a specific exemption exists, all documents submitted will be released pursuant to a valid public records request. All trade secrets claims shall be dispositively determined by a court of law prior to trade secret protection being granted. 9. TABULATION INQUIRIES Inquiries relating to the results of this solicitation, prior to the official award by the Pinellas County Board of County Commissioners may be made by visiting OpenGov or calling the Purchasing Office after 30 days to comply with Florida Statute, Section 119.071(1)(b)2. 10. AWARD OF CONTRACT a. The contract will be awarded to the lowest responsive, responsible bidder whose bid, conforming to the Invitation to Bid, is most advantageous to Pinellas County, price and other factors considered. For Invitation to Bid for Sale of Real or Surplus Property, award will be made to the highest and most advantageous bid including price and other factors considered. b. The County reserves the right to accept and award item by item, and/or by group, or in the aggregate, unless the bidder qualifies his bid by specified limitations. See Rejection of Bids. c. If two or more bids received are for the same total amount or unit price or in the case of proposals, the qualifications, quality and service are equal then the contract shall be awarded by drawing lots in public. d. Prices quoted must be FOB Pinellas County with all transportation charges prepaid unless otherwise specified in the Invitation to Bid. e. A written award of acceptance (Purchase Order), mailed or otherwise furnished to the successful bidder, shall result in a binding contract without further action by either party. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 8 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 11. SUBMITTALS FROM RELATED PARTIES OR MULTIPLE SUBMITTALS RECEIVED FROM ONE VENDOR Where two (2) or more related parties each upload a submittal, or multiple submittals are received from one (1) contractor, for any solicitation, such submittals shall be judged non-responsive. Related parties mean contractors or the principles thereof, which have a direct or indirect ownership interest in another contractor for the same solicitation or in which a parent company or the principles thereof of one (1) contractor have a direct or indirect ownership interest in another contractor for the same solicitation. 12. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS The laws of the State of Florida apply to any purchase made under this solicitation. contractors shall comply with all local, state, and federal directives, orders and laws as applicable to this solicitation and subsequent agreement(s) including but not limited to Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act of 1973, Equal Employment Opportunity (EEO), Minority Business Enterprise (MBE), and OSHA as applicable to this agreement. 13. PROVISION FOR OTHER AGENCIES Unless otherwise stipulated by the contractor(s), the contractor(s) agree to make available to all Government agencies, departments, and municipalities the prices submitted in accordance with said terms and conditions therein, should any said governmental entity desire to buy under this solicitation. Eligible users shall mean all State of Florida Agencies, the legislative and judicial branches, political subdivisions (counties, local district school boards, community colleges, municipalities, or other public agencies or authorities), which may desire to purchase under the terms and conditions of the agreement. 14. COLLUSION The contractor, by affixing his signature to this proposal, agrees to the following: "Contractor certifies that its submittal is made without previous understanding, agreement, or connection with any person, firm or corporation making a submittal for the same item(s) and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action." 15. CONTRACTOR LICENSE REQUIREMENT All contractor performing construction and related work in Pinellas County must comply with our regulatory legislation, Chapter 75-489, Laws of Florida, as amended. Failure to have a competency license in a regulated trade will be cause for rejection of any submittal and/or award. 16. SAFETY DATA SHEETS REQUIREMENTS If any chemicals, materials, or products containing toxic substances, in accordance with OSHA Hazardous Communications Standards, are contained in the products purchased by the County as a result of this solicitation, the successful contractor shall provide a Safety Data Sheet (SDS) at the time of each delivery. 17. RIGHT TO AUDIT Pinellas County reserves the privilege of auditing a contractor's records as such records relate to purchases between Pinellas County and said contractor. Such audit privilege is provided for within the text of the Pinellas County Code §2-187. Records should be maintained for five (5) years from the date of final payment. 18. STATEMENT RELATIVE TO "PUBLIC ENTITY CRIMES" Contractor is directed to the Florida Public Entity Crime Act, Fla. Stat. 287.133, and Fla. Stat. 287.135 regarding Scrutinized Companies, and contractor agrees that its submittal and, if awarded, its performance of the agreement will comply with all applicable laws including those referenced herein. contractor represents and certifies that contractor is and will at all times remain eligible to submit for and perform the services subject to the requirements of these, and other applicable, laws. contractor agrees that any agreement awarded to contractor will be subject to termination by the County if contractor fails to comply or to maintain such compliance. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 9 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 19. COUNTY INDEMNIFICATION Contractor agrees to indemnify, pay the cost of defense, including attorney’s fees, and hold harmless the County, its officers, employees and agents from all damages, suits, actions or claims, including reasonable attorney’s fees incurred by the County, of any character brought on account of any injuries or damages received or sustained by any person, persons, or property, or in any way relating to or arising from the Agreement; or on account of any act or omission, neglect or misconduct of Contractor; or by, or on account of, any claim or amounts recovered under the Workers’ Compensation Law; or of any other laws, regulations, ordinance, order or decree; or arising from or by reason of any actual or claimed trademark, patent or copyright infringement or litigation based thereon; or for any violation of requirements of the Americans with Disabilities Act of 1990, as may be amended, and all rules and regulations issued pursuant thereto (collectively the “ADA”) except when such injury, damage, or violation was caused by the sole negligence of the County. 20. VARIANCE FROM STANDARD TERMS & CONDITIONS All standard terms and conditions stated in this section apply to this Agreement except as specifically stated in the subsequent sections of the document, which take precedence over this section, and should be fully understood by contractors prior to submitting on this requirement. 21. ADA REQUIREMENT FOR PUBLIC NOTICES Persons with disabilities requiring reasonable accommodation to participate in this proceeding/event, should call 727- 464-4062 (voice/tdd) fax 727-464-4157, not later than seven days prior to the proceeding. 22. "OR EQUAL" DETERMINATION Where submitting other than specified, the determination of equivalency will be at the sole discretion of Pinellas County and its specialized personnel. 23. INSURANCE Notice: The contractor must provide a certificate of insurance and endorsement in accordance with the insurance requirements listed in the insurance section below. Failure to provide the required insurance within a ten (10) day period following the determination or recommendation of lowest responsive, responsible submitter may result in the County to vacate the original determination or recommendation and proceed with recommendation to the second lowest, responsive, responsible submitter. 24. PROCUREMENT POLICY FOR RECYCLED MATERIALS a. Pinellas County wishes to encourage its contractors to use recycled products in fulfilling contractual obligations to the County and that such a policy will serve as a model for other public entities and private sector companies. b. When awarding a purchase or recommending a purchase for products, materials, or services, the Director of Purchasing and Risk Management may allow a preference to a responsive contractor who certifies that their product or material contains the greatest percentage of postconsumer material. If solicitation includes paper products, contractor must certify that their materials and/or products contain at least the content recommended by the EPA guidelines. c. On all quotes over fifty thousand dollars ($50,000) and informal quotes under fifty thousand dollars ($50,000), or as required by law, the Director of Purchasing and Risk Management shall require vendors to specify which products have recycled materials, what percentage or amount is postconsumer material, and to provide certification of the percentages of recycled materials used in the manufacture of goods and commodities procured by the County. d. Price preference is not the preferred practice the County wishes to employ in meeting the goals of this resolution. If a price preference is deemed to serve the best interest of the County and further supports the purchase of recycled materials, the Director of Purchasing will make a recommendation that a price preference be allowed up to an amount not to exceed 10% above the lowest complying submittal received. Definitions for Recycled Materials: Recovered Materials: Materials that have recycling potential, can be recycled, and have been diverted or removed from the solid waste stream for sale, use or reuse, by separation, collection, or processing. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 10 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 Recycled Materials: Materials that contain recovered materials. This term may include internally generated scrap that is commonly used in industrial or manufacturing processes, waste or scrap purchased from another manufacturer and used in the same or a closely related product. Postconsumer Materials: Materials which have been used by a business or a consumer and have served their intended end use, and have been separated or diverted from the solid waste stream for the purpose of recycling, such as; newspaper, aluminum, glass containers, plastic containers, office paper, corrugated boxes, pallets or other items which can be used in the remanufacturing process. 25. ASBESTOS MATERIALS a. The contractor shall perform all Work in compliance with Federal, State and local laws, statutes, rules, regulations and ordinances, including but not limited to the Department of Environmental Protection (DEP)'s asbestos requirements, 40 CFR Part 61, Subpart M, and OSHA Section 29 CFR 1926.58. Additionally, the contractor shall be properly licensed and/or certified for asbestos removal as required under Federal, State and local laws, statutes, rules, regulations and ordinances. b. The County shall be responsible for filing all DEP notifications and furnish a copy of the DEP notification and approval for demolition to the successful contractor. The County will furnish a copy of the asbestos survey to the successful contractor. The contractor must keep this copy on site at all times during the actual demolition. 26. PAYMENT/INVOICES Contractor shall submit invoices for payment as provided herein with such documentation as required by Pinellas County and all payments shall be made in accordance with the requirements of Section 218.70 et. Seq, Florida Statutes, “The Local Government Prompt Payment Act.” Invoices shall be submitted to the address below unless instructed otherwise on the purchase order, or if no purchase order, by the ordering department: Finance Division Accounts Payable Pinellas County Board of County Commissioners P.O. Box 2438 Clearwater, FL 33757 Email: FinanceAccountsPay@MyPinellasClerk.org Each invoice shall include, at a minimum, the contractor's name, contact information and the standard purchase order number. In order to expedite payment, it is recommended the contractors also include the information shown in below. The County may dispute any payments invoiced by contractor in accordance with the County’s Dispute Resolution Process for Invoiced Payments, established in accordance with Section 218.76, Florida Statutes, and any such disputes shall be resolved in accordance with the County’s Dispute Resolution Process. Remit To: Billing address to which you are requesting payment be sent Invoice Date: Creation date of the invoice Contractor Information: Company name, mailing address, phone number, contact name and email address as provided on the purchase order Invoice Number: Company tracking number Shipping Address: Address where goods and/or services were delivered Ordering Department: Name of ordering department, including name and phone number of contact person Purchase order Number: Standard purchase order number Ship Date: Date the goods/services were sent/provided Quantity: Quantity of goods or services billed Description: Description of services or goods delivered Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 11 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 Unit Price: Unit price for the quantity of goods/services delivered Line Total Amount due by line item Invoice Total: Sum of all line totals for the invoice Pinellas County offers a credit card payment process (ePayables) through Bank of America. Pinellas County does not charge contractor to participate in the program; however, there may be a charge by the company that processes your credit card transactions. For more information please visit Pinellas County purchasing website at: www.pinellascounty.org/purchase. 27. TAXES a. The County is exempt from all state and federal sales, use, transportation and excise taxes. The Laws of the State of Florida provide that sales and use taxes are payable by the contractor upon the tangible personal property incorporated in the work and such taxes shall be paid by the contractor and be deemed to have been included in the solicitation. b. Payments to Pinellas County are subject to applicable Florida taxes. 28. TERMINATION a. Pinellas County reserves the right to terminate this agreement, without cause by giving thirty (30) days prior written notice to the Contractor of the intention to terminate or with cause if at any time the Contractor fails to fulfill or abide by any of the terms or conditions specified. b. Failure of the Contractor to comply with any of the provisions of this Agreement shall be considered a material breach of Agreement and shall be cause for immediate termination of the Agreement at the sole discretion of Pinellas County. c. In addition to all other legal remedies available to the Pinellas County, the Pinellas County reserves the right to terminate and obtain from another source any services which have not been provided within the period of time stated in the proposal, or if no such time is stated, within a reasonable period of time from the date of request, as determined by the Pinellas County. d. In the event that sufficient budgeted funds are not available for a new fiscal period, the Pinellas County shall notify the Contractor of such occurrence and the Agreement shall terminate on the last day of the then current fiscal year period without penalty or expense to the Pinellas County. 29. CONTRACTOR CAPABILITY/REFERENCES Prior to agreement award, any contractor may be required to show that the company has the necessary facilities, equipment, ability and financial resources to perform the work specified in a satisfactory manner and within the time specified. In addition, the company must have experience in work of the same or similar nature, and can provide references, which will satisfy the County. Contractors must furnish a reference list of at least four (4) customers for whom they have performed similar services. 30. DELIVERY/CLAIMS Prices quoted shall be FOB Destination, freight included and unloaded to location(s) within Pinellas County. Actual delivery address(s) shall be identified at time of order. Successful contractor(s) will be responsible for making any and all claims against carriers for missing or damaged items. 31. MATERIAL QUALITY All materials purchased and delivered against this Agreement will be of first quality and not damaged and/or factory seconds. Any materials damaged or not in first quality condition upon receipt will be exchanged within twenty-four (24) hours of notice to the contractor at no charge to the County. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 12 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 32. WRITTEN REQUESTS FOR INTERPRETATIONS/CLARIFICATIONS No oral interpretations will be made to any firms as to the meaning of specifications or any other contractor documents. All questions pertaining to the terms and conditions or scope of work of this solicitation must be sent in writing (electronically) to the Purchasing and Risk Management Division and received by the date specified in solicitation. Responses to questions may be handled as an addendum if the response would provide clarification to requirements of the solicitation. All such addenda shall become part of the agreement documents. The County will not be responsible for any other explanation or interpretation of the proposed solicitation made or given prior to the award of the agreement. The Purchasing and Risk Management Division will be unable to respond to questions received after the specified time frame. 33. ASSIGNMENT/SUBCONTRACTING/CORPORATE ACQUISITIONS AND/OR MERGERS The contractor shall perform this agreement. If a contractor intends to subcontract a portion of this work, the contractor must disclose that intent in the solicitation. No assignment or subcontracting shall be allowed without prior written consent of the County. In the event of a corporate acquisition and/or merger, the contractor shall provide written notice to the County within thirty (30) business days of contractor’s notice of such action or upon the occurrence of said action, whichever occurs first. The right to terminate this agreement, which shall not be unreasonably exercised by the County, shall include, but not be limited to, instances in which a corporate acquisition and/or merger represent a conflict of interest or are contrary to any local, state, or federal laws. Action by the County awarding an agreement to a contractor, which has disclosed its intent to assign or subcontract in its response to the solicitation, without exception shall constitute approval for purposes of this agreement. The contractor must inform the County in writing within forty-five (45) business days if the contractor’s business entity’s name changes. The contractor will bear all responsibility and waive any rights it may have to relief for any delay in processing a payment associated with the County’s inability to issue payment to the contractor for a business entity name change that the County was not made aware of as reflected herein. 34. EXCEPTIONS Contractor is advised that if it wishes to take exception to any of the terms contained in this solicitation or the attached agreement it must identify the term and the exception in its response to the solicitation. Failure to do so may lead County to declare any such term non-negotiable. contractor's desire to take exception to a non-negotiable term will not disqualify it from consideration for award. 35. NON-EXCLUSIVE CONTRACT Award of this agreement shall impose no obligation on the County to utilize the contractor for all work of this type, which may develop during the agreement period. This is not an exclusive agreement. The County specifically reserves the right to concurrently agreement with other companies for similar work if it deems such action to be in the County's best interest. In the case of multiple-term agreements, this provision shall apply separately to each term. 36. PUBLIC RECORDS/TRADE SECRETS Pinellas County Government is subject to the Florida Public Records law (Chapter 119, Florida Statutes), and all documents, materials, and data submitted to any solicitation as part of the response are governed by the disclosure, exemption and confidentiality provisions relating to public records in Florida Statutes. Except for materials that are “trade secrets” or “confidential” as defined by applicable Florida law, ownership of all documents, materials, and data submitted in response to the solicitation shall belong exclusively to the County. To the extent that contractor desires to maintain the confidentiality of materials that constitute trade secrets pursuant to Florida law, trade secret material submitted must be identified by some distinct method that the materials that constitute a trade secret, and contractor shall provide an additional copy of the contractors submittal that redacts all designated trade secrets. By submitting materials that are designated as trade secrets and signature of the contractor signature page, contractor acknowledges and agrees: i. That after notice from the County that a public records request has been made for the materials designated as a trade secret, the contractor shall be solely responsible for defending its determination that submitted material is a trade secret that is not subject to disclosure at its sole cost, which action shall be taken immediately, but no later than ten (10) calendar days from the date of notification or contractor will be deemed to have waived the trade secret designation of the materials; Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 13 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 ii. That to the extent that the contractor with trade secret materials is evaluated, the County and it officials, employees, agents, and representatives in any way involved in processing, evaluating, negotiating agreement terms, approving any agreement based on the contractor, or engaging in any other activity relating to the competitive selection process are hereby granted full rights to access, view, consider, and discuss the materials designated as trade secrets through the final agreement award; iii. To indemnify and hold the County, and its officials, employees, agents and representatives harmless from any actions, damages (including attorney’s fees and costs), or claims arising from or related to the designation of trade secrets by the contractor, including actions or claims arising from the County’s non-disclosure of the trade secret materials. iv. That information and data it manages as part of the services may be public record in accordance with Chapter 119, Florida Statutes and Pinellas County public record policies. contractor agrees prior to providing goods/services it will implement policies and procedures to maintain, produce, secure and retain public records in accordance with applicable laws, regulations, and County policies, which are subject to approval by the County, including but limited to the Section 119.0701, Florida Statutes. Notwithstanding any other provision in the solicitation, the classification as trade secret of the entire submission document, line item and/or total contractor prices, the work, services, project, goods, and/or products to be provided by contractor, or any information, data, or materials that may be part of or incorporated into an agreement between the County and the contractor is not acceptable to the County and will result in a determination that the contractor submittal is nonresponsive; the classification as trade secret of any other portion of a submittal document may result in a determination that the submittal is nonresponsive. 37. LOBBYING "Lobbying shall be prohibited on all county competitive selection processes and purchasing contract awards pursuant to this division, including, but not limited to, requests for proposals, requests for quotations, requests for qualifications, bids or the award of purchasing contracts of any type. The purpose of this prohibition is to protect the integrity of the procurement process by shielding it from undue influences prior to the contract award, or the competitive selection process is otherwise concluded. However, nothing herein shall prohibit a prospective bidder/proposer/protestor from contacting the purchasing department or the county attorney's office to address situations such as clarification and/or pose questions related to the procurement process. Lobbying of evaluation committee members, county government employees, elected/appointed officials, or advisory board members regarding requests for proposals, requests for quotations, requests for qualifications, bids, or purchasing contracts, by the bidder/proposer, any member of the bidder's/proposer's staff, any agent or representative of the bidder/proposer, or any person employed by any legal entity affiliated with or representing a bidder/proposer/protestor, is strictly prohibited from the date of the advertisement, or on a date otherwise established by the board, until either an award is final, or the competitive selection process is otherwise concluded. Any lobbying activities in violation of this section by or on behalf of a bidder/proposer shall result in the disqualification or rejection of the proposal, quotation, statement of qualification, bid or contract. For purposes of this provision, "lobbying" shall mean influencing or attempting to influence action or non-action, and/or attempting to obtain the goodwill of persons specified herein relating to the selection, ranking, or contract award in connection with any request for proposal, request for quotation, request for qualification, bid or purchasing contract through direct or indirect oral or written communication. The final award of a purchasing contract shall be the effective date of the purchasing contract. Any evaluation committee member, county government employee, elected/appointed official, or advisory board member who has been lobbied shall immediately report the lobbying activity to the director." (Ord. No. 02-35, 5-7-02; Ord. No. 04-64, § 12, 9-21-04; Ord. No. 04-87, § 1, 12-7-04; Ord. No. 10-09, § 6, 2-16-10; Ord. No. 11-23, § 2, 7-26-11; Ord. No. 14-11, § 5, 2-11-14; Ord. No. 18-34, 10-23-18). 38. ADDITIONAL REQUIREMENTS The County reserves the right to request additional goods or services relating to this agreement from the contractor. When approved by the County as an amendment to this agreement and authorized in writing, the contractor shall provide such additional requirements as may become necessary. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 14 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 39. ADD/DELETE LOCATIONS SERVICES The County reserves the right to unilaterally add or delete locations/services, either collectively or individually, at the County’s sole option, at any time after award has been made as may be deemed necessary or in the best interests of the County. In such case, the contractor(s) will be required to provide services to this agreement in accordance with the terms, conditions, and specifications. 40. INTEGRITY OF SOLICITATION DOCUMENTS Contractors shall use the original solicitation form(s) provided by the Purchasing & Risk Management Division and enter information only in the spaces where a response is requested. contractors may use an attachment as an addendum to the solicitation form(s) if sufficient space is not available on the original form for the contractor to enter a complete response. Any modifications or alterations to the original solicitation documents by the contractor, whether intentional or otherwise, will constitute grounds for rejection of a solicitation. Any such modifications or alterations a contractor wishes to propose must be clearly stated in the contractor’s submittal response and presented in the form of an addendum to the original solicitation documents. 41. PUBLIC EMERGENCIES It is hereby made a part of this solicitation that before, during, and after a public emergency, disaster, hurricane, tornado, flood, or other acts of God that Pinellas County shall require a first priority for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation that threatens public health and safety, as determined by the County. contractor agrees to rent/sell/lease all goods and services to the County or governmental entities on a first priority basis. The County expects to pay a fair and reasonable price for all products and services rendered or contracted in the event of a disaster, emergency, hurricane, tornado or other acts of God. 42. JOINT VENTURES All contractors intending to submit as a joint venture are required to have filed proper documents with the Florida Department of State, the Division of Professions, Construction Industry Licensing Board and any other state or local licensing Agency prior to submitting (see Section 489.119 Florida Statutes). Joint ventures must provide an affidavit attesting to the formulation of a joint venture and provide either proof of incorporation as a joint venture or a copy of the formal joint venture agreement between all joint venture parties, indicating their respective roles, responsibilities and levels of participation for the project. 43. CONFLICT OF INTEREST a. The contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder. The contractor further represents that no person having any such interest shall be employed during the agreement term and any extensions. In addition, the contractor shall not offer gifts or gratuities to County employees as County employees are not permitted to accept gifts or gratuities. By signing this document, the contractor acknowledges that no gifts or gratuities have been offered to County employees or anyone else involved in this competitive solicitation process. b. The contractor shall promptly notify the County’s representative, in writing, by certified mail, of all potential conflicts of interest for any prospective business association, interest, or other circumstance, which may influence or appear to influence the contractor’s judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the contractor may undertake and request an opinion of the County as to whether the association, interest or circumstance would, in the opinion of the County, constitute a conflict of interest if entered into by the contractor. The County agrees to notify the contractor of its opinion, by certified mail, within thirty days of receipt of notification by the contractor. c. It is essential to government procurement that the process be open, equitable and ethical. To this end, if potential unethical practices including but not limited to collusion, receipt or solicitation of gifts and conflicts of interest (direct/indirect) etc. are observed or perceived, please report such activity to: Pinellas County Clerk of Circuit Court – Division of Inspector General Phone – (727) 45FRAUD (453-7283) Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 15 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 Fax – 727-464-8386 44. PROTEST PROCEDURE As per Section 2-162 of County Code a. Right to Protest. "A vendor who is aggrieved by the contents of the bid or proposal package, or a vendor who is aggrieved in connection with the recommended award on a bid or proposal solicitation, may file a written protest to the director, as provided herein. This right to protest is strictly limited to those procurements of goods and/or services solicited through invitations to bid or requests for proposals, including solicitations pursuant to F.S. § 287.055, the "Consultants' Competitive Negotiation Act." No other actions or recommendations in connection with a solicitation can be protested, including: (i) requests for quotations, negotiations, qualifications or letters of interest; (ii) rejection of some, all or parts of bids or proposals; (iii) disqualification of bidders or proposers as non-responsive or non-responsible; or (iv) recommended awards less than the mandatory bid or proposal amount. Protests failing to comply with the provisions of this section shall not be reviewed." b. "Posting. The purchasing department shall post the recommended award on or through the departmental website." c. Requirements to protest. 1. "If the protest relates to the content of the bid or proposal package, a formal written protest must be filed no later than 5:00 p.m. EST on the fifth full business day after issuance of the bid or proposal package." 2. "If the protest relates to the recommended award of a bid or proposal, a formal written protest must be filed no later than 5:00 p.m. EST on the fifth full business day after posting of the award recommendation." 3. "The formal written protest shall identify the protesting party and the solicitation involved; include a statement of the grounds on which the protest is based; refer to the statutes, laws, ordinances or other legal authorities which the protesting party deems applicable to such grounds; and specifically request the relief to which the protesting party deems itself entitled by application of such authorities to such grounds." 4. "A formal written protest is considered filed with the county when the purchasing department receives it. Accordingly, a protest is not timely filed unless it is received within the time specified above by the purchasing department. Failure to file a formal written protest within the time period specified shall constitute a waiver of the right to protest and result in relinquishment of all rights to protest by the bidder or proposer." d. "Sole remedy. These procedures shall be the sole remedy for challenging the content of the bid or proposal package or the recommended award." e. "Lobbying. Protestors and anyone acting on their behalf, are prohibited from attempts to influence, persuade, or promote a bid or proposal protest through any other channels or means, and contacting any county official, employee, advisory board member, or representative to discuss any matter relating in any way to the solicitation being protested, other than the purchasing department's or county attorney's office to address situations such as clarification and/or pose questions related to the procurement process. The prohibitions provided for herein shall begin with the filing of the protest and end upon the final disposition of the protest; provided, however, at all times protestors shall be subject to the procurement lobbying prohibitions in section 2-189 of this Code. Failure to adhere to the prohibitions herein shall result in the rejection of the protest without further consideration." f. "Time limits. The time limits in which protests must be filed as specified herein may be altered by specific provisions in the bid or proposal." g. "Authority to resolve. The director shall resolve the protest in accordance with the documentation and applicable legal authorities and shall issue a written decision to the protestor no later than 5:00 p.m. EST on the tenth full business day after the filing thereof." h. "Review of director's decision." 1. "The protesting party may request a review of the director's decision to the county administrator by delivering written request for review of the decision to the director by 5:00 p.m. EST on the fifth full business day after the date of the written decision. The written notice shall include any materials, Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 16 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 statements, and arguments which the bidder or proposer deems relevant to the issues raised in the request to review the decision of the director." 2. "The county administrator shall issue a decision in writing stating the reason for the action with a copy furnished to the protesting party no later than 5:00 p.m. EST on the seventh full business day after receipt of the request for review. The decision shall be final and conclusive as to the county unless a party commences action in a court of competent jurisdiction." i. "Stay of procurement during protests. There shall be no stay of procurement during pro tests." (Ord. No. 94-51, § 5, 6-7-94; Ord. No. 04-87, § 1, 12-7-04; Ord. No. 14-11, § 2, 2-11-14; Ord. No. 18-34, 10-23-18) 45. DISPUTE RESOLUTION FOR PAYMENT REQUEST OR INVOICE Payment of invoices for work performed for Pinellas County Board of County Commissioners is made, by standard, in arrears in accordance with Section 218.70, et. seq., Florida Statutes, the Local Government Prompt Payment Act. If a dispute should arise as a result of non-payment of a payment request or invoice the following Dispute Resolution process shall apply: a. Pinellas County shall notify a contractor in writing within ten (10) days after receipt of an improper invoice, that the invoice is improper. The notice should indicate what steps the contractor should undertake to correct the invoice and resubmit a proper invoice to the County. The steps taken by the contractor shall be that of initially contacting the requesting department to validate their invoice and receive a sign off from that entity that would indicate that the invoice in question is in keeping with the terms and conditions of the agreement. Once sign off is obtained, the contractor should then resubmit the invoice as a corrected invoice to the requesting department which will initiate the payment timeline. 1. Requesting department for this purpose is define as the County department for whom the work is performed. 2. Proper invoice for this purpose is defined as an invoice submitted for work performed that meets prior agreed upon terms or conditions to the satisfaction of Pinellas County. b. Should a dispute result between the contractor and the County about payment of a payment request or an invoice then the contractor should submit their dissatisfaction in writing to the requesting department. Each Requesting Department shall assign a representative who shall act as a dispute manager to resolve the issue at departmental level. c. The dispute manager shall first initiate procedures to investigate the dispute and document the steps taken to resolve the issue in accordance with section 218.76 Florida Statutes. Such procedures shall be commenced no later than forty-five (45) days after the date on which the payment request or invoice was received by Pinellas County, and shall not extend beyond sixty (60) days' after the date on which the payment request or invoice was received by Pinellas County. d. The dispute manager should investigate and ascertain that the work, for which the payment request or invoice has been submitted, was performed to Pinellas County’s satisfaction and duly accepted by the proper authority. Proper authority for this purpose is defined as the Pinellas County representative who is designated as the approving authority for the work performed in the contractual document. The dispute manager shall perform the required investigation and arrive at a solution before or at the sixty (60) days' timeframe for resolution of the dispute, per section 218.76, Florida Statutes. The County Administrator or his or her designee shall be the final arbiter in resolving the issue before it becomes a legal matter. The County Administrator or his or her designee will issue their decision in writing. e. Pinellas County dispute resolution procedures shall not be subject to Chapter 120 of the Florida Statutes. The procedures shall also, per section 218.76, Florida Statutes, not be intended as an administrative proceeding which would prohibit a court from ruling again on any action resulting from the dispute. f. Should the dispute be resolved in the County’s favor interest charges begin to accrue fifteen (15) days after the final decision made by the County. Should the dispute be resolved in the contractor’s favor the County shall pay interest as of the original date the payment was due. g. Pursuant to sections 218.70 et. seq., Florida Statues, an award will be made to cover court costs and reasonable attorney fees, including fees incurred as a result of an appeal to the prevailing party. This provision is applicable if Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 17 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 the non-prevailing party held back payment that was the reason for the dispute without any reasonable lawful basis or fact to dispute the prevailing party’s claim to those amounts. 46. PUBLIC RECORDS – CONTRACTOR’S DUTY If the contractor has questions regarding the application of Chapter 119, Florida Statutes, to the contractor’s duty to provide public records relating to this agreement, the contractor shall contact: Pinellas County Board of County Commissioners Purchasing and Risk Management Division 400 S. Ft. Harrison Ave, 6th Floor, Clearwater, FL 33756 Public Records Liaison Phone: 727-464-3237 Email: mcchartier@pinellas.gov 47. E-VERIFY The contractor and their subcontractor(s) must register with and use the E-verify system in accordance with Florida Statute 448.095. A contractor and subcontractor may not enter into a contract with the County unless each party registers with and uses the E-verify system. If a contractor enters a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The contractor must maintain a copy of the affidavit for the duration of the contract. If the County, Contractor, or Subcontractor has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statute 448.09(1) they shall immediately terminate the contract with the person or entity. If the County has a good faith belief that a Subcontractor knowingly violated this provision, but the Contractor otherwise complied with this provision, the County will notify the Contractor and order that the Contractor immediately terminate the contract with the Subcontractor. A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute. Contractor acknowledges upon termination of this agreement by the County for violation of this section by Contractor, Contractor may not be awarded a public contract for at least one (1) year. Contractor acknowledges that Contractor is liable for any additional costs incurred by the County as a result of termination of any contract for a violation of this section. Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. Contractor shall be responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 18 of 41 SECTION A - GENERAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 48. INDEPENDENT CONTRACTOR STATUS AND COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986 Contractor acknowledges that it is functioning as an independent contractor in performing under the terms of this agreement, and it is not acting as an employee of Pinellas County. The contractor acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986, located at 8 U.S.C. Section 1324, et seq., and regulations relating thereto. Failure to comply with the above provisions of the agreement shall be considered a material breach and shall be ground for immediate termination of the agreement. 49. TRUTH IN NEGOTIATIONS The contractor certifies to truth-in-negotiation and that wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting. Further, the original agreement amount and any additions thereto shall be adjusted to exclude any significant sums where the County determines the agreement price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. Such adjustments must be made within one (1) year following the end of the agreement. 50. OWNERSHIP OF DOCUMENTS a. Drawings, specifications, designs, models, photographs, reports, surveys, calculations, and other data provided in connection with this solicitation are and shall remain the property of the County whether the project for which they are made is executed or not. Such finished or unfinished documents, data, calculations, studies, surveys, specifications, drawings, maps, models, photographs and reports prepared by the contractor shall be delivered by the contractor to the County at the conclusion of the project or the termination of the contractor’s services. b. When such documents are provided to other parties, the contractor shall ensure return of the County’s property. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 19 of 41 SECTION B – SPECIAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION B – SPECIAL CONDITIONS 1. INTENT In accordance with attached specifications, it is the intent of Pinellas County to establish a contract for painting and coating services, including pressure washing, for exterior and infrastructure system assets, as and when required, to preserve and extend the lifespan of the assets. 2. QUANTITIES Quantities stated are an estimate only and no guarantee is given or implied as to quantities that will be used during the contract period. Estimated quantities are based upon previous use and/or anticipated needs. 3. PRICING/PERIOD OF CONTRACT Duration of the contract shall be for a period of thirty-six (36) months with unit prices adjustable (decrease/increase) at twelve (12) months after the date of award and thereafter annually for the life of the contract, in an amount not to exceed the average of the Consumer Price Index (CPI), or 5%, wherever is less, for all Urban Consumers, Series Id: CUUR0000SA0, Not Seasonally Adjusted, Area: U.S. city average, Item: All items, Base Period: 1982-84=100 for the twelve months prior. It is the vendor’s responsibility to request any pricing adjustment under this provision. For any adjustment to commence annually, the vendor’s request for adjustment shall be submitted between 90-120 days prior to contract anniversary date, utilizing the available index at the time of request. The vendor adjustment request shall not be in excess of the relevant pricing index change. If no adjustment request is received from the vendor, the County will assume the vendor has agreed to continue without a pricing adjustment. Any adjustment request received outside of the 90–120-day period above shall not be considered 4. TERM EXTENSION(S) OF CONTRACT: The contract may be extended subject to written notice of agreement from the County and the successful bidder(s) for an additional twenty-four (24) month period beyond the primary contract period. Term extensions will allow for annual price adjustments (Decrease/Increase) in an amount not to exceed the average of the Consumer Price Index (CPI) or 5%, wherever is less, for all Urban Consumers, Series Id: CUUR0000SA0, Not Seasonally Adjusted, Area: U.S. city average, Item: All items, Base Period: 1982-84=100 for the twelve months prior to extension. The extension shall be exercised only if all terms and conditions remain the same and the County Administrator or Director of Purchasing grants approval. It is the vendor’s responsibility to request any pricing adjustment under this provision. For any adjustment to commence on the first day of any exercised extension period, the vendor’s request for adjustment should be submitted at time of the extension request from the County, utilizing the available index at the time of request. The vendor adjustment request should not be in excess of the relevant pricing index change. If no adjustment request is received from the vendor, the County will assume the vendor has agreed that the extension term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new extension period may not be considered 5. MANDATORY PRE-BID CONFERENCE: NOT APPLICABLE 6. NON-MANDATORY SITE VISIT: NOT APPLICABLE 7. PRE-COMMENCEMENT MEETING Upon award of bid, the County will coordinate a pre-commencement meeting with the successful Contractor. The meeting will require Contractor and the County Representative to review specific contract details and deliverable documents at this meeting to ensure the scope of work and work areas are understood. 8. MATERIALS: Contractor will use all new materials and equipment furnished under this contract unless otherwise specified, and that all work will be of good quality, free from faults and defects and in conformance with the project specifications. All work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 20 of 41 SECTION B – SPECIAL CONDITIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 defective. Contractor shall furnish at pre-commencement meeting satisfactory evidence as to the kind and quality of materials and equipment. 9. BREACH OF CONTRACT Failure of Contractor to perform any of the services required by this contract within ten (10) days of receipt of written demand for performance from the County shall constitute breach of contract. 10. PERMITS, FEES AND COSTS IMPOSED BY PINELLAS COUNTY TO BE OBTAINED BY AND/OR BORNE B CONTRACTOR The Contractor is responsible for (1) determining and paying any fees that may be necessary to perform this contract and (2) determining and acquiring any and all permits and licenses required by any Federal, State or local government entity, agency or board that may be necessary to perform this contract. The Contractor shall maintain any and all permits and licenses required to complete this contract. 11. WORKSITE SANITATION At the end of each workday, the contractor shall remove from the premises the daily accumulation of waste materials or rubbish caused by his operations. Safety hazards will be immediately corrected by the contractor. The contractor is also responsible for ensuring that any subcontractor hired by him or his subcontractors totally cleanup the worksite at the completion of the work. If the contractor fails to clean up at the completion of the work, the County may do so and deduct the cost of such cleanup from the contractor's most current invoice. The contractor will not be responsible for cleaning up debris left by the County's employees, the public utilizing other areas in the vicinity of the worksite or left by other contractors. 12. EQUAL OPPORTUNITY / GIFT & GRATUITY POLICY Pinellas County is committed to a workplace, which is free from harassment or discrimination of any kind. All Contractors and their agents, while performing work and/or services pursuant to this Agreement, are expected to conduct themselves accordingly. All employees of Pinellas County are prohibited from accepting gifts and/or gratuities from Contractors. Contractor agrees to cause all of its employees, subcontractors, consultants and other agents to honor this policy. 13. SUBMISSION OF BIDS The preferred method is PDF conversion from your source files (to minimize file size and maximize quality and accessibility) rather than scanning. Instructions for Providing Files in PDF Format to Pinellas County Government A. How do I convert my files to PDF format? Answer- If you have a program such as Adobe Acrobat, creating a PDF of any file is a simple print function. Rather than printing to a traditional printer, the file converts to a PDF format copy of your original. Any program (such as Word, PowerPoint, Excel, etc.) can be converted this way by simply selecting the print command and choosing PDF as the printer. B. Should I scan everything and save as PDF? Answer- Not unless you are scanning with OCR (optical character recognition). Scanning will create unnecessarily large files because a scan is just a picture of a page rather than actual page text. Furthermore, the result of scanning is that your pages will not look nearly as “clean” or professional as simply using the print to PDF method from the program from which the file originates. Additionally, since scan pages are pictures of text, not really text, they may not be considered accessible* under Federal ADA guidelines (*unless the scans are OCR.) 14. DEMONSTRATION If requested by the County, the contractor must be prepared to provide a free demonstration of the product and/or equipment. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 21 of 41 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION C – INSURANCE AND INDEMNIFICATION REQUIREMENTS 1. LIMITATIONS ON LIABILITY By submitting a Bid, the Vendor acknowledges and agrees that the services will be provided without any limitation on the Vendor’s liability. The County objects to and shall not be bound by any term or provision that purports to limit the Vendor’s liability to any specified amount in the performance of the services. The Vendor shall state any exceptions to this provision in its response, including specifying the proposed limits of liability in the stated exception to be included in the Services Agreement. The Vendor is deemed to have accepted and agreed to provide the services without any limitation on the Vendor’s liability that the Vendor does not take exception to in its response. Notwithstanding any exceptions by the Vendor, the County reserves the right to declare its prohibition on any limitation on the Vendor’s liability as non-negotiable, to disqualify any Bid l that includes exceptions to this prohibition on any limitation on the Vendor’s liability, and to proceed with another responsive, responsible proposal, as determined by the County in its sole discretion. 2. INDEMNIFICATION Vendor agrees to indemnify, pay the cost of defense, including attorney’s fees, and hold harmless the County, its officers, employees and agents from all damages, suits, actions or claims, including reasonable attorney’s fees incurred by the County, of any character brought on account of any injuries or damages received or sustained by any person, persons, or property, or in any way relating to or arising from the Agreement; or on account of any act or omission, neglect or misconduct of Contractor; or by, or on account of, any claim or amounts recovered under the Workers’ Compensation Law; or of any other laws, regulations, ordinance, order or decree; or arising from or by reason of any actual or claimed trademark, patent or copyright infringement or litigation based thereon; or for any violation of requirements of the Americans with Disabilities Act of 1990, as may be amended, and all rules and regulations issued pursuant thereto (collectively the “ADA”) except when such injury, damage, or violation was caused by the sole negligence of the County. 3. INSURANCE The Vendor must provide a certificate of insurance and endorsement in accordance with the insurance requirements listed below, prior to recommendation for award. The Vendor shall obtain and maintain and require any subcontractor to obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth. For projects with a Completed Operations exposure, Vendor shall maintain coverage and provide evidence of insurance for two (2) years beyond final acceptance. All insurance policies shall be from responsible companies duly authorized to do business in the State of Florida and have an AM Best rating of A- VIII or better. A. Submittals should include, the Vendor’s current Certificate(s) of Insurance. If Vendor does not currently meet insurance requirements, Vendor shall also include verification from their broker or agent that any required insurance not provided at that time of submittal will be in place prior to the award of contract. Upon selection of Vendor for award, the selected Vendor shall email certificate that is compliant with the insurance requirements. If the certificate received is compliant, no further action may be necessary. The Certificate(s) of Insurance shall be signed by authorized representatives of the insurance companies shown on the Certificate(s). The Certificate holder section shall indicate Pinellas County, a Subdivision of the State of Florida, 400 S Fort Harrison Ave, Clearwater, FL 33756. Pinellas County shall be named as an Additional Insured for General Liability. A Waiver of Subrogation for Workers Compensation shall be provided if Workers Compensation coverage is a requirement. B. Approval by the County of any Certificate(s) of Insurance does not constitute verification by the County that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate(s) of Insurance is in compliance with the requirements of the Agreement. County reserves the right to require a certified copy of the entire insurance policy, including endorsement(s), at any time during the Bid and/or contract period. C. If any insurance provided pursuant to the Agreement expires or cancels prior to the completion of the Work, you will be notified by CTrax, the authorized vendor of Pinellas County. Upon notification, renewal Certificate(s) of Insurance and endorsement(s) shall be furnished to Pinellas County Risk Management at Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 22 of 41 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 InsuranceCerts@pinellascounty.org and to CTrax c/o JDi Data at PinellasSupport@ididata.com by the Vendor or their agent prior to the expiration date. 1) Vendor shall also notify County within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, nonrenewal or adverse material change in coverage received by said Vendor from its insurer Notice shall be given by email to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org. Nothing contained herein shall absolve Vendor of this requirement to provide notice. 2) Should the Vendor, at any time, not maintain the insurance coverages required herein, the County may terminate the Agreement,. D. If subcontracting is allowed under this Bid, the Primary Vendor shall obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth; and require any subcontractors to obtain and maintain, at all times during its performance of the Agreement, insurance limits as it may apply to the portion of the Work performed by the subcontractor; but in no event will the insurance limits be less than $500,000 for Workers’ Compensation/Employers’ Liability, and $1,000,000 for General Liability and Auto Liability if required below. All subcontracts between the Vendor and its Subcontractors shall be in writing and are subject to the County’s prior written approval. Further, all subcontracts shall 1. Require each Subcontractor to be bound to the Vendor to the same extent the Vendor is bound to the County by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the Subcontractor; 2. Provide for the assignment of the subcontracts from the Vendor to the County at the election of Owner upon termination of the Contract; 3. Provide that County will be an additional indemnified party of the subcontract; 4. Provide that the County will be an additional insured on all insurance policies required to be provided by the Subcontractor except workers compensation and professional liability; 5. Provide a waiver of subrogation in favor of the County and other insurance terms and/or conditions 6. Assign all warranties directly to the County; and 7. Identify the County as an intended third-party beneficiary of the subcontract. The Vendor shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Section C and identify to the Subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. E. Each insurance policy and/or certificate shall include the following terms and/or conditions: 1) The Named Insured on the Certificate of Insurance and insurance policy must match the entity’s name that responded to the solicitation and/or is signing the agreement with the County. 2) Companies issuing the insurance policy, or policies, shall have no recourse against County for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Vendor. 3) The term "County" or "Pinellas County" shall include all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and Constitutional offices of County and individual members, employees thereof in their official capacities, and/or while acting on behalf of Pinellas County. 4) All policies shall be written on a primary, non-contributory basis. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 23 of 41 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 The minimum insurance requirements and limits for this Agreement, which shall remain in effect throughout its duration and for two (2) years beyond final acceptance for projects with a Completed Operations exposure, are as follows: 1) Workers’ Compensation Insurance: Worker’s Compensation Insurance is required if required pursuant to Florida law. If, pursuant to Florida law, Worker’s Compensation Insurance is required, employer’s liability, also known as Worker’s Compensation Part B, is also required in the amounts set forth herein Limits Florida Statutory Employers’ Liability Limits Per Employee $ 500,000 Per Employee Disease $ 500,000 Policy Limit Disease $ 500,000 If Vendor/Contractor is not required by Florida law, to carry Workers Compensation Insurance in order to perform the requirements of this Agreement, County Waiver Form for workers compensation must be executed, submitted, and accepted by Risk Management. Failure to obtain required Worker’s Compensation Insurance without submitting and receiving a waiver from Risk Management constitutes a material breach of this Agreement. 2) Commercial General Liability Insurance: including, but not limited to, Independent Vendor, Contractual Liability Premises/Operations, Products/Completed Operations, and Personal Injury. Limits Combined Single Limit Per Occurrence $ 1,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal Injury and Advertising Injury $ 1,000,000 General Aggregate $ 2,000,000 3) Business Automobile or Trucker’s/Garage Liability Insurance covering owned, hired, and non-owned vehicles. If the Vendor does not own any vehicles, then evidence of Hired and Non-owned coverage is sufficient. Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and unloading hazards, unless Vendor can show that this coverage exists under the Commercial General Liability policy. Limits Combined Single Limit Per Accident $1,000,000 4) Excess or Umbrella Liability Insurance excess of the primary coverage required, in paragraphs (1), (2), and (3) above: Limits Each Occurrence $1,000,000 General Aggregate $1,000,000 5) Pollution Legal/Environmental Legal Liability Insurance for pollution losses arising from all services performed to comply with this contract. Coverage shall apply to sudden and gradual pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water, which results in Bodily Injury or Property Damage. If policy is written on a Claims Made form, a retroactive date is required, and coverage must be maintained for 3 years after completion of contract or “tail coverage must be purchased. Coverage should include and be for the at least the minimum limits listed below: Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 24 of 41 SECTION C – INSURANCE REQUIREMENTS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 i. Bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean up costs, and the loss of use of tangible property that has not been physically injured or destroyed; ii. Defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensation damages. iii. Cost of Cleanup/Remediation. Limits Per Claim or Occurrence $1,000,000 General Aggregate $1,000,000 For acceptance of Pollution Legal/Environmental Legal Liability coverage included within another policy coverage required herein, a statement notifying the certificate holder must be included on the certificate of insurance and the total amount of said coverage per occurrence must be greater than or equal to the amount of Pollution Legal/Environmental Legal Liability and other coverage combined. For herbicide and pesticide spraying operations only, an endorsement to the Commercial General Liability policy that provides Pollution Liability coverage for herbicide and pesticide spraying is acceptable. 6) Property Insurance Vendor will be responsible for all damage to its own property, equipment and/or materials. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 25 of 41 SECTION D – VENDOR REFERENCES PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION D – VENDOR REFERENCES THE FOLLOWING INFORMATION IS REQUIRED IN ORDER THAT YOUR PROPOSAL MAY BE REVIEWED AND PROPERLY EVALUATED. COMPANY NAME: ___________________________________________________________________________ LENGTH OF TIME COMPANY HAS BEEN IN BUSINESS: ____________________________________________ BUSINESS ADDRESS: ________________________________________________________________________ HOW LONG IN PRESENT LOCATION: ___________________________________________________________ TELEPHONE NUMBER: _______________________________________________________________________ FAX NUMBER: ______________________________________________________________________________ TOTAL NUMBER OF CURRENT EMPLOYEES: ________ FULL TIME _________ PART TIME NUMBER OF EMPLOYEES YOU PLAN TO USE TO SERVICE THIS CONTRACT: __________ All references will be contacted by a County Designee via email, fax or phone call to obtain answers to questions, as applicable before an evaluation decision is made. Bidders must have experience in work of the same or similar nature, and must provide references that will satisfy the County. Proposer must furnish a reference list of at least four (4) customers for whom they have performed similar services. EITHER LOCAL COMMERCIAL OR GOVERNMENTAL REFERENCE(S) THAT YOU HAVE PREVIOUSLY PERFORMED SIMILAR CONTRACT SERVICES FOR: 1. 2. COMPANY: COMPANY: ADDRESS: ADDRESS: TELEPHONE/FAX: TELEPHONE/FAX: CONTACT: CONTACT: CONTACT EMAIL: CONTACT EMAIL: COMPANY EMAIL ADDRESS: COMPANY EMAIL ADDRESS: 3. 4. COMPANY: COMPANY: ADDRESS: ADDRESS: TELEPHONE/FAX: TELEPHONE/FAX: CONTACT: CONTACT: CONTACT EMAIL: CONTACT EMAIL: COMPANY EMAIL ADDRESS: COMPANY EMAIL ADDRESS: Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 26 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION E – SPECIFICATIONS A. OBJECTIVE Establish a contract for exterior and infrastructure painting and coating to maintain County property, maximizing longevity of County buildings and assets. B. REQUIREMENTS 1. Contractor must have a Painting Specialty Contractor License (obtained through the Pinellas County Construction Licensing Board) and employ painters skilled in applications of the specified products. A copy of the license must be provided prior to award. 2. Contractor must have successfully completed a minimum of five (5) commercial painting projects with a contract amount over $10,000.00 within the past three (3) years. A list of projects proving compliance with this requirement must be provided prior to award. 3. Contractor must have proven satisfactory experience in commercial painting and provide evidence of satisfactory services (i.e., references, public comments, re-award, etc.). A combination of least four (4) references, public comments, or re-awards must be presented prior to award. 4. Contractor is to conform to all workplace safety regulations for storage, mixing, application, and disposal of all paint related materials through adherence to the requirements of those authorities having jurisdiction. 5. Contractor is to conform to all Industrial Health and Safety regulations and precautions in accordance with the latest requirements edition by OSHA, DEP and/or other authorities having jurisdiction. 6. Contractor will not perform painting work unless environmental conditions are within manufacturer’s requirements or adequate weather protection is provided. 7. Prior to commencement of work, Contractor is to thoroughly examine all conditions and surfaces to be painted and report, in writing, to the County any conditions or surfaces that will adversely affect work in the area. 8. Contractor is to conform to all manufacturer’s coatings system application requirements pertaining to wet and dry mil thickness, spread rates, dry times, recoat windows, and related systems procedures. 9. All personnel must be attired in a company uniform and carry identification cards or name tags. Personnel not in compliance may be dismissed from the job site with no compensation to the Contractor. 10. Contractor shall be responsible for notifying the County, in writing, of any conditions detrimental to the proper and timely completion of the work. Contractor shall not proceed with any work until unsatisfactory conditions have been corrected in a manner acceptable to Contractor. 11. Prior to starting work, the Contractor must provide the requesting department a written quote, at no charge, including estimated labor hours and exact quantity and type of materials to be used on the project, as well as a start date and completion time frame. This quote must be approved by the requesting department and a purchase order (PO) issued prior to initiation of work. All quotes shall be provided within five (5) days from the date of request. Modifications cannot be made to any work for which a purchase order was issued unless a written request for modifications is submitted to the requesting department and approved via change order (revision) to an existing PO or receipt of a new PO. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 27 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 12. SECURITY REQUIREMENTS/BACKGROUND CHECKS/ACCESS BADGES: All Contractor employees are required to submit for a background check. The background check process shall be completed, and all paperwork submitted to County at the pre-commencement meeting prior to the start of the contract. The Contractor shall be responsible for all costs associated with the background checks. A valid driver’s license and Social Security card are required for completing the background check and obtaining a security clearance. Step One – The Contractor shall obtain a Level One Criminal History records Check through the Florida Department of Law Enforcement (FDLE) for each assigned employee. Step Two – The Contractor shall submit the FDLE Records Check along with a copy of the driver’s license, Social Security card, and completed Sheriff’s Office Security Clearance Application, for each employee, to the County Contract Manager at the pre-commencement meeting. The Pinellas County Sheriff’s Office shall have and exercise full and complete control over granting, denying, withholding, withdrawing, or terminating security clearances for Contractor employees. Step Three – The County Contract Manager will communicate the results of the Sheriff’s Office review to the Contractor. A list of all assigned personnel, showing the employee’s full name, address, telephone number, date and place of birth, and driver’s license number shall be submitted to the County Contract Manager. This list is to be kept up to date by the Contractor and the list must be submitted in writing to the County Contract Manager every time there is a change to assigned personnel. The Contractor shall provide an updated FDLE Level One Criminal History Records Check for all personnel on an annual basis. The annual updates are to be sent to the County Contract Manager for review by the Sheriff Office. Background check updates shall remain on file at the Contractor’s location for three (3) years from the date of the last invoice. The County will issue a limited number of temporary access cards for use by the Contractor. The Contractor will assign these access cards to their employees. When the contract is awarded, the Contractor and County Contract Manager will finalize the number of temporary access cards required and have the cards issued to the Contractor. The Contractor will notify the County Contract Manager immediately when a temporary access card is lost so that the temporary access card can be disabled. It shall be the responsibility of the Contractor to pay for the replacement temporary access cards at the rate of $10.00 per badge. The Contractor shall return all temporary access cards to the County when employees are dismissed or terminated. Contractor employees may not grant access to any person or persons to any of the secured areas of the County. C. SCOPE OF WORK The Contractor is to provide commercial exterior and infrastructure painting services on an as needed basis, furnishing all labor, tools, equipment, transportation, and materials at multiple facilities within the County. Most of the work will require the application of two (2) coats of paint; however, the County may have exterior painting that requires a variety of painting services, including historic structures. Confirmation of the exact buildings, equipment, size and/or the type of painting services by location cannot be provided. 1. Contractor will supervise and direct work using their best skill and attention and is solely responsible for all work assigned to them by the County. 2. Equipment rentals are to be billed to the County as a “pass through” expense with no Contractor markup. A copy of the rental receipt must be provided to the County as backup to the invoice upon completion of the purchase order. 3. Contractor provides and pays for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and any other facilities and services necessary for the proper execution and completion of the project, whether temporary or permanent, and whether or not incorporated or to be incorporated in the project. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 28 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 a) Materials purchased by the Contractor that are not considered tools (i.e., consumables such as paint, and caulk, etc.) will be reimbursed at cost. b) Contractor is required to obtain a contractor’s discount to be applied to reimbursable consumables such as paint and caulk purchases, and such discount shall be included on the invoice. c) This is an allowance for consumables, paint, and equipment rentals to be reimbursed based on the cost to the Contractor. d) Provide the original material invoices in support of the invoice presented for reimbursement. e) Reimbursable consumables such as paint and caulk, etc., for each purchase order must be delivered to the site with the receipts/material invoices and verified by a county site representative to sign off on the receipts/material invoices. f) Cost for items considered tools (i.e., brushes, tape, rollers, drop cloths, etc.) will NOT be reimbursed by the County. 4. Contractor will use all new materials and equipment furnished under this contract unless otherwise specified, and all work will be of good quality, free from faults and defects and in conformance with the project specifications. All work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. Contractor shall furnish, at the pre- commencement meeting, satisfactory evidence as to the kind and quality of materials and equipment will be utilized. 5. At all times the contractor must keep the worksite free of accumulation of waste materials or rubbish caused by the work in progress. Upon completion of the work, Contractor shall remove all material/rubbish from the County’s property, as well as all tools, equipment, machinery, and surplus materials. D. PAINT REQUIREMENTS 1. All materials (primers, paints, coatings, varnishes, stains, lacquers, fillers, thinners, solvents, etc.) must be products that are listed in the latest edition of the MPI (Master Painters Institute) Approved Product List and must be from a single manufacturer for each system used. 2. Other paint materials such as linseed oil, shellac, turpentine, etc. must be the highest quality product of an approved manufacturer listed in the MPI Approved Product List and shall be compatible with other coating materials as required. 3. All materials and paints must be lead free and mercury free. 4. Where required, paint products are to meet “MPI Environmentally Friendly" ratings based on VOC (EPA Method 24) content levels. 5. All paint materials must have good flowing and brushing properties and shall dry or cure free of blemishes, sags, air entrapment, etc. 6. Where required, paints and coatings must meet flame spread and smoke developed ratings designated by local Code requirements. E. PAINT PREPARATION Contractor must remove hardware and hardware accessories, plates, machined surfaces, lighting fixtures, and similar items already installed that are not to be painted. If removal is impractical or impossible because of size or weight of the item, provide surface-applied protection before surface preparation and painting. After completing painting operations in each space or area, reinstall items removed using workers skilled in the trades involved. F. MATERIAL PREPARATION AND TINTING 1. Contractor must mix and prepare paint materials according to manufacturer's written instructions. a) Material List: An inclusive list of required coating materials. Indicate each material and cross- reference specific coating, finish system, and application. Identify each material by manufacturer's catalog number and general classification. b) Manufacturer's Information: Manufacturer's technical information, including label analysis and instructions for handling, storing, and applying each coating material. c) Use only thinners approved by paint manufacturer and only within recommended limits. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 29 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 2. Tint each undercoat a lighter shade to simplify identification of each coat when multiple coats of same material are applied. Tint undercoats to match the color of the finish coat but provide sufficient differences in shade of undercoats to distinguish each separate coat. G. SAMPLES Samples shall be provided to, and approved by, the County project manager for each project prior to commencement of the work, according to the process listed below. 1. Product Data: For each paint system indicated (to include block fillers and primers): a) Material List: An inclusive list of required coating materials. Indicate each material and cross- reference specific coating, finish system, and application. Identify each material by manufacturer's catalog number and general classification. b) Manufacturer's Information: Manufacturer's technical information, including label analysis and instructions for handling, storing, and applying each coating material. 2. Samples for Initial Selection: For each type of finish-coat material indicated. After color selection, County project representative will furnish color chips for surfaces to be coated. 3. Samples for Verification: For each color and material to be applied, with texture to simulate actual conditions on representative samples of the actual substrate. a) Provide stepped samples defining each separate coat, including block fillers and primers. b) Use representative colors when preparing samples for review. Resubmit until required sheen, color, and texture are achieved. c) Provide a list of materials and applications for each coat of each sample. Label each sample for location and application. d) Submit invoice list of all paint materials ordered for project work to the County’s project representative indicating manufacturer, types and quantities for verification and compliance with specification and design requirements if requested. H. SURFACE AND SITE PREPARATION All shrubbery, outside carpeting, sprinkler systems, etc. shall be fully protected against damage during each stage of the painting project. Contractor shall ensure that vehicles are parked a sufficient distance from the work area so they will not be hit with coating spatter, drips, or overspray. Where air movement may result in overspray drift, the Contractor shall use targets to ensure protection of surrounding surfaces, including but not limited to, County owned property, employee-owned vehicles, structures, and vehicles on property surrounding or in close proximity to the project site. Targets shall be closely monitored by Contractor Project Supervisor to ensure work ceases when evidence of overspray drift is observed on targets. Before applying paint or other surface treatments, Contractor will clean substrates of substances that could impair bond of the various coatings. Remove oil and grease before cleaning. Schedule cleaning and painting so dust and other contaminants from the cleaning process will not fall on wet, newly painted surfaces. Clean and prepare surfaces to be painted according to manufacturer's written instructions for each particular substrate condition and as specified. Provide barrier coats over incompatible primers or remove and re-prime. Previous coatings that are loose or peeling, or that have a questionable bond to the substrate must be removed down to a solid surface. Where elastomeric coatings were previously used, tests should be made with a scraper to assure proper adhesion. If proper surface preparation underneath the elastomeric coating was not properly done, the elastomeric should be peeled off with at least 3000 psi and with hand methods as necessary. 1. Cementations Materials: Prepare concrete, concrete unit masonry, cement plaster, and mineral-fiber- reinforced cement panel surfaces to be painted. Remove efflorescence, chalk, dust, dirt, grease, oils, and release agents. Roughen as required to remove glaze. If hardeners or sealers have been used to improve curing, use mechanical methods of surface preparation. Use abrasive blast-cleaning methods if recommended by paint manufacturer. Determine alkalinity and moisture content of surfaces by performing appropriate tests. If surfaces are sufficiently alkaline to cause the finish paint to blister and burn, correct this condition before application. Do not paint surfaces if moisture content exceeds that permitted in manufacturer's written instructions. 2. Ferrous Metals: Clean un-galvanized ferrous-metal surfaces that have not been shop coated; remove oil, grease, dirt, loose mill scale, and other foreign substances. Use solvent or mechanical cleaning methods Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 30 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 that comply with the Society of Protective Coatings (SSPC) recommendations. Blast steel surfaces clean as recommended by paint system manufacturer and according to SSPC-SP 6/NACE No. 3 Treat bare and sandblasted or pickled clean metal with a metal treatment wash coat before priming. Touch up bare areas and shop-applied prime coats that have been damaged. Wire-brush, clean with solvents recommended by paint manufacturer, and touch up with same primer as the shop coat. 3. Galvanized Surfaces: Clean galvanized surfaces with nonpetroleum-based solvents so surface is free of oil and surface contaminants. Remove pretreatment from galvanized sheet metal fabricated from coil stock by mechanical methods. Existing surfaces shall be tested to determine the existing thickness with a recommendation for the thickness coverage of the new coating system. I. CAULKING REMOVAL 1. All construction joints, expansion joints, inside angles or changes of direction, junctions of dissimilar materials (such as wood to stucco, metal to stucco, etc.), through wall penetrations (such as pipes, conduit, anchor bolts, etc.), window, all 90 degree angles on the top-side of all window sills, junction of the metal cap where one piece overlaps another, door, and slab joints shall be carefully inspected for caulking deterioration, loss of adhesion, cracking, etc. 2. Failing caulk shall be removed thoroughly and the area cleaned with VM & P Naphtha or another appropriate solvent. (Do not use mineral spirits or turpentine.) Once caulk is removed and the void cleaned to a sound substrate, apply primer/sealer prior to installation of sealant. 3. Areas listed above that currently have no existing sealant are to be cleaned to a sound substrate and caulked with an alkyd based one component polyurethane sealant. 4. All areas being caulked are to be prepared as directed on the sealant product data sheets. Install Backer- Rod or Bond-Breaker Tape per instructions on sealant manufacturer’s data sheets. 5. Contractor is to make every effort possible to reduce the “open time” of prepared joints to receive sealant. Extended periods of prepared but unsealed joints will increase the chances of severe water intrusion. J. CRACK REPAIR 1. All static cracks (not to exceed 1/32” x 1/32”) shall be cleaned out and opened to a “V” configuration. 2. Fill all prepared static cracks with Scott Plastiflex™ #5100, #5200, or #5300 Patch or Caulking (or approved equivalent) material to match the existing texture as closely as possible. 3. All dynamic cracks (cracks larger than 1/32” x 1/32”) shall be cut with an electric saw to a minimum of ¼” x ¼”. 4. All dynamic cracks shall be packed with the appropriate size backer rod or bond breaker tape. 5. All dynamic cracks shall be caulked with Scott #5500 Plastiflex™ Elastomeric Acrylic Urethane Caulk and/or an alkyd based single component urethane caulk and properly tooled to blend. 6. In some areas, seepage from walls is evident. In order to prevent coatings from disbanding, seepage must be cleaned. Once surface seepage is cleaned, rout these areas and use a hydraulic cement mixture to blend with surrounding surfaces. Allow product to cure prior to applying paint products. 7. Areas of loose or hollow sounding stucco shall be chipped out and replaced with new stucco and a bonding agent or with Plastiflex™ Elastomeric Patching Compound #5100, #5200, or #5300 (or approved equivalent). Care should be taken to match the original texture of the stucco as closely as possible. K. EXTERIOR EXPOSED WOOD 1. Painted wood surfaces shall be carefully inspected for evidence of deterioration or surface imperfections. Any imperfections shall be repaired (i.e., sandpaper any hard, glossy surface to ensure proper adhesion; fill nail holes, imperfections, and cracks with putty; edges, corners and raised grain shall be eased by sanding). County must be notified of any wood replacement needed. 2. All rusted nail heads, screws and/or bolts, shall be treated with a phosphoric acid-based solution (Ospho), counter-sunk and puttied with an oil based putty or spot-primed to prevent further bleeding. L. SITE REQUIREMENTS Unless pre-approved by the County project representative, the Contractor shall not perform repainting work when ambient air and substrate temperatures and humidity level exceeds manufacturer’s stated limits. The Contractor Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 31 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 shall test suspect surfaces (concrete, masonry, plaster and wood surfaces) for moisture and alkalinity as required. Conduct all moisture tests using a properly calibrated electronic moisture meter, except test concrete floors for moisture using a simple "cover patch test". The maximum moisture shall not exceed: • 15% for wood • 12% for plaster and gypsum board The Contractor shall not perform painting or repainting work unless adequate lighting has been provided. The Contractor shall apply paint only to dry, clean, and adequately prepared surfaces in areas where dust is no longer generated by construction activities such that airborne particles will not affect the quality of finished surfaces. Normal safety signs, necessary lighting and temporary fencing around work areas shall be installed and maintained in accordance with OSHA requirements while the work is in progress. Painting materials must be secured in accordance with OSHA regulations when not in use. M. DELIVERY OF MATERIALS The Contractor will confine his apparatus, materials storage and operations of his workers to limits indicated by the County project representative. All materials used on the job must be stored in a single place designated by the County project representative. Such storage shall be kept clean, and Contractor shall be liable for damage to surrounding areas. 1. All paint product materials used pursuant to these specifications shall be delivered to the jobsite in original, sealed factory containers and shall bear proper factory labeling including batch number and color number. 2. All containers shall have manufacturer’s instructions as part of the labeling requirement. 3. All deliveries shall be the sole responsibility of the Contractor to coordinate. Contractor must notify the County project representative in advance of incoming deliveries. 4. Flammable material and/or fire hazard waste shall be stored per manufacturer’s label, handled and used in an approved manner and shall be removed from the site daily. 5. The Contractor will provide the County a copy of Safety Data Sheet (SDS) for each product to be used on each job. The Contractor shall maintain a copy of the MSDS at the work site. N. APPLICATION Apply paint according to manufacturer's written instructions. Use applicators and techniques best suited for substrate and type of material being applied. Do not paint unless substrates are acceptable and/or until all environmental conditions (heating, ventilation, lighting and completion of other sub-trade work) are acceptable for applications of products. Painting coats specified are intended to cover surfaces satisfactorily when applied at proper consistency and in accordance with manufacturer's recommendations. Apply a minimum of coats defined by the project scope of work using the paint listed in the scope of work paint schedule to achieve satisfactory results. Paint colors, surface treatments, and finishes are indicated in the paint schedules: 1. Do not paint over dirt, rust, scale, grease, moisture, scuffed surfaces, or conditions detrimental to formation of a durable paint film. 2. Provide finish coats that are compatible with primers used. 3. The term "exposed surfaces" includes areas visible when permanent or built-in fixtures, grilles, convector covers, covers for finned-tube radiation, and similar components are in place. Extend coatings in these areas, as required, to maintain system integrity and provide desired protection. 4. Paint surfaces behind movable equipment and furniture the same as similar exposed surfaces. Before final installation of equipment, paint surfaces behind permanently fixed equipment or furniture with prime coat only. 5. Paint interior surfaces of ducts with a flat, non-specular black paint where visible through registers or grilles. 6. Paint back sides of access panels and removable or hinged covers to match exposed surfaces. 7. Finish exterior doors on tops, bottoms, and side edges the same as exterior faces. 8. Finish interior of wall and base cabinets and similar field-finished casework to match exterior. 9. Sand lightly between each succeeding enamel/varnish coat. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 32 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 10. Materials shall be applied evenly and free of runs, sags, pinholes, or lap marks. O. APLICATION PROCEDURES Apply paints and coatings by brush, roller, spray, or other applicators according to manufacturer's written instructions. 1. Brushes: Use brushes best suited for type of material applied. Use brush of appropriate size for surface or item being painted. 2. Rollers: Use rollers of carpet, velvet-back, or high-pile sheep's wool as recommended by manufacturer for material and texture required. 3. Spray Equipment: Use airless spray equipment with orifice size as recommended by manufacturer for material and texture required. 4. Minimum Coating Thickness: Apply paint materials no thinner than manufacturer's recommended spreading rate to achieve dry film thickness indicated. Provide total dry film thickness of the entire system as recommended by manufacturer. It will be the painting contractor’s responsibility to own and use a wet film thickness gage to check his application thickness as work proceeds. 5. Mechanical and Electrical Work: Painting of mechanical and electrical work is limited to items exposed in equipment rooms and occupied spaces. Mechanical items to be painted include, but are not limited to, the following: a) Uninsulated metal piping b) Uninsulated plastic piping c) Pipe hangers and supports d) Tanks that do not have factory-applied final finishes e) Visible portions of internal surfaces of metal ducts, without liner, behind air inlets and outlets f) Duct, equipment, and pipe insulation having “all-service jacket” or other paintable jacket material g) Mechanical equipment that is indicated to have a factory-primed finish for field painting. Electrical items to be painted include, but are not limited to: (i) Switchgear (ii) Panel boards (iii) Electrical equipment that is indicated to have a factory-primed finish for field painting 6. Block Fillers: Apply block fillers to concrete masonry block at a rate to ensure complete coverage with pores filled. 7. Prime Coats: Before applying finish coats, apply a prime coat, as recommended by manufacturer, to material that is required to be painted or finished and that has not been prime coated by others. Recoat primed and sealed surfaces where evidence of suction spots or unsealed areas in first coat appears, to ensure a finish coat with no burn-through or other defects due to insufficient sealing. 8. Pigmented (Opaque) Finishes: Completely cover surfaces as necessary to provide a smooth, opaque surface of uniform finish, color, appearance, and coverage. Cloudiness, spotting, laps, brush marks, runs, sags, or other surface imperfections acceptable. 9. Stipple Enamel Finish: Roll and redistribute paint to an even and fine texture. Leave no evidence of rolling, such as laps, irregularity in texture, skid marks, or other surface imperfections. 10. Completed Work: Mus t match approved samples for color, texture, and coverage. Remove, refinish, or repaint work not complying with requirements. P. PAINT SCHEDULING Apply first coat to surfaces that have been cleaned, pretreated, or otherwise prepared for painting as soon as practicable after preparation and before subsequent surface deterioration. 1. The number of coats and film thickness required are the same regardless of application method. Do not apply succeeding coats until previous coat has cured as recommended by manufacturer. If sanding is required to produce a smooth, even surface according to manufacturer's written instructions, sand between applications. Omit primer over metal surfaces that have been shop primed and touchup painted. 2. If undercoats, stains, or other conditions show through final coat of paint, apply additional coats until paint film is of uniform finish, color, and appearance. Give special attention to ensure that edges, corners, crevices, welds, and exposed fasteners receive a dry film thickness equivalent to that of flat surfaces. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 33 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 3. Allow sufficient time between successive coats to permit proper drying. Do not recoat surfaces until paint has dried to where it feels firm and does not deform or feel sticky under moderate thumb pressure, and until application of another coat of paint does not cause undercoat to lift or lose adhesion. Q. EXTERIOR PAINTING SCHEDULING 1. Stucco: Provide the following finish systems over exterior concrete, stucco, and brick masonry substrates: Flat Acrylic Finish: Ceilings only, two finish coats over a primer. a) Primer: Exterior concrete and masonry primer b) Finish Coats: Exterior flat acrylic paint 2. Ferrous Metal: Provide the following finish systems over exterior ferrous metal. Primer is not required on shop- primed items. Full-Gloss Alkyd-Enamel Finish: Two finish coats over a rust-inhibitive primer. a) Primer: Exterior ferrous-metal primer b) Finish Coats: Exterior full-gloss alkyd enamel 3. Zinc-Plated Metal: Provide the following finish systems over exterior zinc-plated metal surfaces: Full- Gloss Alkyd-Enamel Finish; Two finish coats over a self-etching primer. a) Primer: Exterior Self-Etching Primer b) Finish Coats: Exterior full-gloss alkyd enamel 4. Galvanized Metal: Provide the following finish systems over exterior galvanized metal: Full-Gloss Alkyd- Enamel Finish: Two finish coats over a galvanized metal primer. a) Primer: Exterior galvanized metal primer b) Finish Coats: Exterior full-gloss alkyd enamel 5. Aluminum: Provide the following finish systems over exterior aluminum surfaces: Alkyd-Enamel Finish: Two finish coats over a primer. a) Primer: Exterior aluminum primer under alkyd finishes b) Finish Coats: Exterior Satin finish alkyd enamel R. PROTECTION AND CLEANUP At the end of each workday, remove empty cans, rags, rubbish, and other discarded paint materials from the project site. After completing painting, clean glass and paint-spattered surfaces. Remove spattered paint by washing and scraping without scratching or damaging adjacent finished surfaces. Protect work of other trades, whether being painted or not, against damage from painting. Correct damage by cleaning, repairing or replacing, and repainting, as approved by the County project representative. Provide "Wet Paint" signs to protect newly painted finishes. After completing painting operations, remove temporary protective wrappings provided by others to protect their work. After work of other trades is complete, touch up and restore damaged or defaced painted surfaces. S. WARRANTY The Contractor shall guarantee all work against defective workmanship and materials for a period of seven (7) years. Coated areas which show evidence of premature failure, shall be removed by a suitable means and the entire coating system reapplied at the Contractor’s expense. T. ASSET PRESERVATION The Contractor, at the request of the County, will provide asset condition assessment reports for any identified County property that is scheduled for coating and perseveration. Reports are to include: 1. Historical background and information of facility, including age and previous exterior work painting and/or repairs completed (if obtainable). 2. Recommendation on preservation and/or improvement technique that shall: a) Extend the life of the asset b) Address existing flaws or damage c) Improve the visual quality 3. Projected lifecycle of recommended preservation techniques and/or improvements. 4. Value analysis of recommended preservation techniques and/or improvements. U. UNSPECIFIED SERVICES Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 34 of 41 SECTION E – SPECIFICATIONS PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 Unspecified materials and services are for services that may be needed during the term of the contract as authorized by the County. In addition, unspecified materials and services such as and consumables used for completion of project as per Section B. subsection C Scope of Work, 3 and 4 shall be reimbursed under unspecified services. 1. Equipment Rentals, consumables, and paint will be billed to the County as a “pass through” with no markup. A copy of the rental receipt is to be provided to the County with the invoice at the completion of the project. This is an allowance provided by the County and not a unit price item to be bid by the contractor. 2. Materials purchased by the Contractor that are not considered tools such as paint, and caulk, etc. will be reimbursed at cost. The Contractor shall add the cost to the final invoice at the completion of the job and provide the original material invoices as back up for reimbursement. Items considered tools, like brushes, tape, rollers, drop cloths, etc., will not be reimbursed by the County. 3. Contractor is required to obtain a contractor’s discount applied to reimbursable consumables such as paint and caulk purchases and include such discount on the invoice. Backup documentation to show proof of contractor’s discount or other discounted pricing is required to be submitted with each quote and/or invoice. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 35 of 41 SECTION F – BID SUMMARY PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION F – BID SUMMARY See Attachment Titled Section F Bid Submittal and Summary (Excel). Pricing must be submitted on Section F Bid Submittal and Summary. DELIVERY _________ DAYS AFTER RECEIPT OF ORDER An award may not be issued without proof that your firm is registered with the Florida Division of Corporations, as per Florida Statute §607.1501 www.flsenate.gov/Laws/Statutes/2011/607.1501. A foreign corporation (foreign to the State of Florida) may not transact business in this state until it obtains a certificate of authority from the Department of State. Please visit dos.myflorida.com/sunbiz/ for this information on how to become registered. ______________________________________________________________________________ Company Name Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 36 of 41 SECTION F – BID SUMMARY PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 BID SUBMITTAL CHECKLIST The following checklist is included to help ensure that you include all the submittals necessary to complete a thorough evaluation of your bid response. Items are checked if they are required with your bid submittal or if they must be on file prior to award. Additional documentation may be requested by the County to ensure contract compliance. √ DESCRIPTION OF SUBMITTAL PAGE SUBMIT WITH BID SUBMIT PRIOR TO AWARD Sign the Bidder Acceptance Form 3 Current Certificate(s) of Insurance 21 Complete the Vendor References Form 35 Section F – Bid Submittal and Summary (Excel) *note fill in General Information section in addition to Pricing Attachment ePayables Form 37 W-9 38 Sign the Addenda Acknowledgement Form (if applicable) 39 Appendix 1 – E-Verify Affidavit 41 Signed sample Agreement in acknowledgment and acceptance of County terms and conditions. Attachment Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 37 of 41 ELECTRONIC PAYMENT (EPAYABLES) PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 ELECTRONIC PAYMENT (EPAYABLES) The Board of County Commissioners (County) is offering faster payments. The County would prefer to make payment using credit card through the ePayables system. See above. Would your company accept to participate in the ePayables credit card program? Yes _____ No _____ For more information about ePayables credit card program please visit Purchasing Department website www.pinellascounty.org/purchase/ __________________________________________________ Company Name __________________________________________________ Signature __________________________________________________ Printed Signature __________________________________________________ Phone Number __________________________________________________ Email __________________________________________________ Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 38 of 41 W-9 REQUEST FOR TAXPAYER ID NUMBER AND CERTIFICATION PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 W-9 REQUEST FOR TAXPAYER ID NUMBER AND CERTIFICATION *Instructions to form W-9 available upon request The contractor must complete and submit to the County Form W-9 available: Through the following link: www.irs.gov/forms-pubs/about-form-w-9 Section 119.071(5), Florida Statutes Notice: Your Tax Identification Number (which for individuals is your social security number) is collected on Form W9 for use in filing information returns with the IRS as described more fully below. Collection of the Internal Revenue Code (26 U.S.C § 6109). Privacy Act Notice: Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HAS. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under the tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 39 of 41 SECTION G - ADDENDUM PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION G - ADDENDUM PLEASE ACKNOWLEDGE RECEIPT OF ADDENDA FOR THIS SOLICITATION BY SIGNING AND DATING BELOW: ADDENDA NO. SIGNATURE/PRINTED NAME DATE RECEIVED Note: Prior to submitting the response to this solicitation, it is the responsibility of the firm submitting a response to confirm if any addenda have been issued. If such document(s) have been issued, acknowledge receipt by signature and date in section above. Failure to do so may result in response being considered non-responsive or result in lowering the rating of a firm’s proposal. Information regarding addenda issued is available on the OpenGov website, https://secure.procurenow.com/portal/pinellasfl, listed under the bid attachments. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 40 of 41 SECTION H – STATEMENT OF NO BID PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 SECTION H – STATEMENT OF NO BID NOTE: If you do not intend to bid on this requirement, please compete this form. Thank you. We, the undersigned have declined to submit a bid for No. 23-0145-ITB-Services for Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing. _______ Specifications too "tight", i.e., geared toward one brand or manufacturer only (explain below). _______ Insufficient time to respond to the Invitation to Bid. _______ We do not offer this product or service. _______ Our schedule would not permit us to perform. _______ Unable to meet specifications. _______ Unable to meet Bond requirement. _______ Specifications unclear (explain below). _______ Unable to Meet Insurance Requirements. _______ Remove Us from Your "Notification List" Altogether _______ Other (specify below). REMARKS: COMPANY NAME: _____________________ DATE: _____________________ SIGNATURE: _____________________ TYPED NAME OF ABOVE: _____________________ TELEPHONE: _____________________ FAX: _____________________ COMPANY EMAIL: _____________________ Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 41 of 41 APPENDIX 1 – E-VERIFY AFFIDAVIT PINELLAS COUNTY INVITATION TO BID SERVICES Revised 11/2022 APPENDIX 1 – E-VERIFY AFFIDAVIT I hereby certify that ___________________________ [insert contractor company name] does not employ, contract with, or subcontract with an unauthorized alien, and is otherwise in full compliance with Section 448.095, Florida Statutes. All employees hired on or after January 1, 2021 have had their work authorization status verified through the E-Verify system. A true and correct copy of _______________________________ [insert contractor company name] proof of registration in the E-Verify system is attached to this Affidavit. Signature:______________________________ Print Name:______________________________ Date:______________________________ Federal Work Authorization User Identification No.:_____________________________ Name of Pinellas County Contract and Contract No.:____________________________ STATE OF FLORIDA COUNTY OF ________________ The foregoing instrument was acknowledged before me by means of 1) physical presence __ or 2) online notarization ___, this __________________________ (date) by ____________________________ (name of officer or agent, title of officer or agent) of _____________________________________ (name of contractor company acknowledging), a __________________________________ (state or place of incorporation) corporation, on behalf of the corporation. He/she is personally known to me or has produced __________________________________ (type of identification) as identification. [Notary Seal] Notary Public:_________________________________________ Name typed, printed, or stamped:_________________________________________ My Commission Expires:_________________________________________ Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 1 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 GOODS AND SERVICES AGREEMENT THIS GOODS AND SERVICES AGREEMENT is made as of Click or tap to enter a date. (effective date), by and between Pinellas County, a political subdivision of the State of Florida (“County”), and Viktor Construction Corp, (“Contractor”), (individually, “Party,” collectively, “Parties”). W I T N E S S E T H: WHEREAS, the County requested proposals pursuant to ITB 23-0145-ITB-Services for Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing; and WHEREAS, based upon the County's assessment of Contractor's proposal, the County selected the Contractor to provide the Services as defined herein; and WHEREAS, Contractor represents that it has the experience and expertise to provide Goods and perform the Services as set forth in this Agreement. NOW, THEREFORE, in consideration of the above recitals, the mutual covenants, agreements, terms and conditions herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties agree as follows: 1.Definitions A.“Agreement” means this Agreement, including all Exhibits, which are expressly incorporated herein byreference, and any amendments thereto. B.“County Confidential Information” means any County information deemed confidential and/or exempt fromSection 119.07, Florida Statutes, and Section 24(a), Article 1 of the Florida Constitution, or other applicable law,including, but not limited to data or information referenced in ITB 23-0145-ITB-Services, and any other informationdesignated in writing by the County as County Confidential Information. C.“Contractor Confidential Information” means any Contractor information that is designated as confidentialand/or exempt by Florida’s public records law, including information that constitutes a trade secret pursuant toChapter 688, Florida Statutes, and is designated in this Agreement or in writing as a trade secret by Contractor(unless otherwise determined to be a public record by applicable Florida law). Notwithstanding the foregoing,Contractor Confidential Information does not include information that: (i) becomes public other than as a result ofa disclosure by the County in breach of the Agreement; (ii) becomes available to the County on a non-confidentialbasis from a source other than Contractor, which is not prohibited from disclosing such information by obligationto Contractor; (iii) is known by the County prior to its receipt from Contractor without any obligation orconfidentiality with respect thereto; or (iv) is developed by the County independently of any disclosures made byContractor. D.“Contractor Personnel” means all employees of Contractor, and all employees of subcontractors of Contractor,including, but not limited to temporary and/or leased employees, who are providing the Services at any timeduring the project term. E.“Services” means the work, duties and obligations to be carried out and performed safely by Contractor underthis Agreement, as described throughout this Agreement and as specifically described in the Statement of WorkExhibit attached hereto and incorporated herein by reference. As used in this Agreement, Services shall includeany component task, subtask, service, or function inherent, necessary, or a customary part of the Services, butnot specifically described in this Agreement, and shall include the provision of all standard day-to-dayadministrative, overhead, and internal expenses, including costs of bonds and insurance as required herein,labor, materials, equipment, safety equipment, products, office supplies, consumables, tools, postage, computerhardware/software, telephone charges, copier usage, fax charges, travel, lodging, and per diem and all othercosts required to perform Services except as otherwise specifically provided in this Agreement. 2.Execution of Agreement The execution of this Agreement is expressly limited by the Terms and Conditions hereon. County and the Contractor are not bound by additional provisions or provisions at variance herewith that may appear in the Contractor’s quotation, estimate, scope of work, or any other such related documents, acknowledgement in force, or any other communication from Contractor to or from County unless such provision is expressly set forth herein. the 18th day of July 2023 Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 2 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 3.Conditions Precedent This Agreement, and the Parties’ rights and obligations herein, are contingent upon and subject to the Contractor securing and/or providing the performance security, if required, and the insurance coverage(s) required, within 10 days of the Effective Date. No Services shall be performed by the Contractor and the County shall not incur any obligations of any type until Contractor satisfies these conditions. Unless waived in writing by the County, in the event the Contractor fails to satisfy the conditions precedent within the time required herein, the Agreement shall be deemed not to have been entered into and shall be null and void. 4. Services A.Services - The County retains Contractor, and Contractor agrees to provide the Services. All Services shall be performed to the satisfaction of the County and shall be subject to the provisions and terms contained herein andthe Exhibits attached hereto. B.Services Requiring Prior Approval - Contractor shall not commence work on any Services requiring priorwritten authorization in the Statement of Work without approval from Facility Manager. C.Additional Services - From the Effective Date and for the duration of the project, the County may elect to haveContractor perform Services that are not specifically described in the Statement of Work attached hereto but arerelated to the Services (“Additional Services”), in which event Contractor shall perform such Additional Servicesfor the compensation specified in the Statement of Work attached hereto. Contractor shall commence performingthe applicable Additional Services promptly upon receipt of written approval as provided herein. D.De-scoping of Services - The County reserves the right, in its sole discretion, to de-scope Services upon written notification to the Contractor by the County. Upon issuance and receipt of the notification, the Contractor and theCounty shall enter into a written amendment reducing the appropriate Services Fee for the impacted Services bya sum equal to the amount associated with the de-scoped Services as defined in the payment schedule in thisAgreement, if applicable, or as determined by mutual written consent of both Parties based upon the scope of work performed prior to issuance of notification. E.Independent Contractor Status and Compliance with the Immigration Reform and Control Act - Contractor is and shall remain an independent contractor and is neither agent, employee, partner, nor joint venturer ofCounty. Contractor acknowledges that it is responsible for complying with the provisions of the ImmigrationReform and Control Act of 1986 located at 8 U.S.C. 1324, et seq, and regulations relating thereto, as either maybe amended from time to time. Failure to comply with the above provisions shall be considered a material breach of the Agreement. F.Non-Exclusive Services - Award of this Agreement imposes no obligation on the County to utilize the Contractorfor all goods and/or services of this type, which may develop during the agreement period. This is a non-exclusiveAgreement. During the term of this Agreement, and any extensions thereof, the County reserves the right tocontract for another provider for similar goods and/or services as it determines necessary in its sole discretion. G.Project Monitoring - During the term of the Agreement, Contractor shall cooperate with the County, either directly or through its representatives, in monitoring Contractor’s progress and performance of this Agreement. 5.Term of Agreement A.Initial Term - The term of this Agreement shall commence on the Effective Date and shall remain in full forceand for thirty-six (36) months, or until termination of the Agreement, whichever occurs first. B.Term Extension The Parties may extend the term of this Agreement for one (1) additional twenty-four (24) month period pursuant to the same terms, conditions, and pricing set forth in the Agreement by mutually executing an amendment to thisAgreement, as provided herein. C.Price Adjustments1.During the Initial Term, unit prices will be adjustable (decrease/increase) at twelve (12) months after the date of award and thereafter annually for the life of the contract, in an amount not to exceed the average of the Consumer Price Index (CPI), or 5%, wherever is less, for all Urban Consumers, Series Id: CUUR0000SA0, Not Seasonally Adjusted, Area: U.S. city average, Item: All items, Base Period: 1982- 84=100 for the twelve months prior. It is the vendor’s responsibility to request any pricing adjustment under this provision. For any adjustment to commence annually, the vendor’s request for adjustment shall Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 3 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 be submitted between 90-120 days prior to contract anniversary date, utilizing the available index at the time of request. The vendor adjustment request shall not be in excess of the relevant pricing index change. If no adjustment request is received from the vendor, the County will assume the vendor has agreed to continue without a pricing adjustment. Any adjustment request received outside of the 90–120- day period above shall not be considered. 2.Term extensions will allow for annual price adjustments (Decrease/Increase) in an amount not to exceed the average of the Consumer Price Index (CPI) or 5%, wherever is less, for all Urban Consumers, Series Id: CUUR0000SA0, Not Seasonally Adjusted, Area: U.S. city average, Item: All items, Base Period: 1982- 84=100 for the twelve months prior to extension. The extension shall be exercised only if all terms and conditions remain the same and the County Administrator or Director of Purchasing grants approval. It is the vendor’s responsibility to request any pricing adjustment under this provision. For any adjustment to commence on the first day of any exercised extension period, the vendor’s request for adjustment should be submitted at time of the extension request from the County, utilizing the available index at the time of request. The vendor adjustment request should not be in excess of the relevant pricing index change. If no adjustment request is received from the vendor, the County will assume the vendor has agreed that the extension term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new extension period may not be considered. 6.Orders Within the term of this Agreement, County may place one or more orders for goods and/or services at the prices listed on the Price Schedule Exhibit attached hereto, and which is incorporated by reference hereto. 7.Delivery / Claims Prices on the Schedule of Prices are F.O.B. Destination, FREIGHT INCLUDED and unloaded to location(s) within Pinellas County. Actual delivery address(es) will be identified at time of order. Contractor will be responsible for making any and all claims against carriers for missing or damaged items. 8.Inspection In County’s sole discretion, goods rejected due to inferior quality or workmanship will be returned to Contractor at Contractor’s expense and are not to be replaced except upon receipt of written instructions from County. 9.Material Quality All goods and materials purchased and delivered pursuant to this Agreement will be of first quality and not damaged and/or factory seconds. Any materials damaged or not in first quality condition upon receipt must be exchanged within 24 hours of notice to the Contractor at no charge to County. 10.Material Safety Data In accordance with OSHA Hazardous Communications Standards, it is the Contractor seller's duty to advise if a product is a toxic substance and to provide a Material Safety Data Sheet at time of delivery. 11.Purchase Order Number Each order will contain the Purchase Order Number applicable to this Agreement, and such Purchase Order Number must appear on all packing slips, invoices and all correspondence relating to the Order. County will not be responsible for goods delivered without a Purchase Order Number. 12.Variation in Quantity County assumes no liability for goods or materials produced, processed or shipped in excess of the amounts ordered pursuant to the terms of this Agreement. 13.Warranty Seller warrants that the goods are of first quality and as described in Prices Schedule. All manufacturer, producer or seller warranties offered to any other purchaser are expressly available and applicable to County. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 4 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 14.Compensation and Method of Payment A.Goods and Services Fee - As total compensation for the Goods and Services, the County shall pay theContractor the sums as provided in this Section Compensation and Method Payment (“Goods and Services Fee”),pursuant to the terms and conditions as provided in this Agreement. It is acknowledged and agreed by Contractorthat this compensation constitutes a limitation upon County's obligation to compensate Contractor for such Goodsand Services required by this Agreement but does not constitute a limitation upon Contractor's obligation toprovide Goods and perform all of the Services required by this Agreement. In no event will the Goods andServices Fee paid exceed the not-to-exceed sums set out in subsections below, unless the Parties agree toincrease this sum by written amendment as authorized in the Amendment Section of this Agreement. B.Spending Cap and Payment Structure - The County agrees to pay the Contractor the total not-to-exceed sumof $2,683,500.00, with an annual not to exceed expenditure of $894,500.00 per year, for Goods and Servicescompleted and accepted herein, payable on a fixed-fee basis for the deliverables as set out in Exhibit C-Payment Schedule, upon submittal of an invoice as required herein. D.Travel Expenses - The Services Fee includes all travel, lodging and per diem expenses incurred by Contractor inperforming the Services. E.Taxes - Contractor acknowledges that the County is not subject to any state or federal sales, use, transportation and certain excise taxes. F.Payments and Invoicing - Contractor shall submit invoices for payments due as provided herein and authorizedreimbursable expenses incurred with such documentation as required by County. Invoices shall be submitted tothe designated person as set out in the Notices Section herein. For time and materials Services, all Contractor Personnel shall maintain logs of time worked, and each invoiceshall state the date and number of hours worked for Services authorized to be billed on a time and materials basis. All payments shall be made in accordance with the requirements of Section 218.70 et seq., Florida Statutes, “TheLocal Government Prompt Payment Act.” The County may dispute any payments invoiced by Contractor inaccordance with the County’s Invoice Payments Dispute Resolution Process established in accordance withSection 218.76, Florida Statutes, and any such disputes shall be resolved in accordance with the County’sDispute Resolution Process. 15.Acceptance of Services For all Services deliverables that require County acceptance as provided in the Statement of Work, the County, through the Facility Manager or designee, will have 10 calendar days to review the deliverable(s) after receipt or completion of same by Contractor, and either accept or reject the deliverable(s) by written notice to Viktor Construction Corp. If a deliverable is rejected, the written notice from the County will specify any required changes, deficiencies, and/or additions necessary. Contractor shall then have 7 calendar days to revise the deliverable(s) to resubmit and/or complete the deliverable(s) for review and approval by the County, who will then have 7 calendar days to review and approve, or reject the deliverable(s); provided however, that Contractor shall not be responsible for any delays in the overall project schedule that result from the County’s failure to timely approve or reject deliverable(s) as provided herein. Upon final acceptance of the deliverable(s), the County will accept the deliverable(s) in writing. 16.Discounts Delay in receiving an invoice, invoicing for materials shipped ahead of specified schedule, or invoices rendered with errors or omissions will be considered just cause for County to withhold payment without losing discount privileges. Discount privilege will apply from date of scheduled delivery, the date or receipt of goods, or the date of approved invoice, whichever is later. 17.Subcontracting/Assignment. A.Subcontracting - Contractor is fully responsible for completion of the Services required by this Agreement andfor completion of all subcontractor work, if authorized as provided herein. Contractor shall not subcontract anywork under this Agreement to any subcontractor other than the subcontractors specified in the proposal andpreviously approved by the County, without the prior written consent of the County, which shall be determined bythe County in its sole discretion. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 5 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 B.Assignment - This Agreement, and any rights or obligations hereunder, shall not be assigned, transferred ordelegated to any other person or entity. Any purported assignment in violation of this section shall be null andvoid. 18. Personnel A.E-Verify - The contractor and their subcontractor(s) must register with and use the E-verify system in accordance with Florida Statute 448.095. A contractor and subcontractor may not enter into a contract with the County unless each party registers with and uses the E-verify system. If a contractor enters a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The contractor must maintain a copy of the affidavit for the duration of the contract. If the County, Contractor, or Subcontractor has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statute 448.09(1) they shall immediately terminate the contract with the person or entity. If the County has a good faith belief that a Subcontractor knowingly violated this provision, but the Contractor otherwise complied with this provision, the County will notify the Contractor and order that the Contractor immediately terminate the contract with the Subcontractor. A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute. Contractor acknowledges upon termination of this agreement by the County for violation of this section by Contractor, Contractor may not be awarded a public contract for at least one (1) year. Contractor acknowledges that Contractor is liable for any additional costs incurred by the County as a result of termination of any contract for a violation of this section. Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. Contractor shall be responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section. B.Qualified Personnel - Contractor agrees that each person performing Services in connection with this Agreement shall have the qualifications and shall fulfill the requirements set forth in this Agreement C.Approval and Replacement of Personnel - The County shall have the right to approve all Contractor Personnel assigned to provide the Services, which approval shall not be unreasonably withheld. Prior to commencing the Services, the Contractor shall provide at least ten (10) days written notice of the names and qualifications of the Contractor Personnel assigned to perform Services pursuant to the Agreement. Thereafter, during the term of this Agreement, the Contractor shall promptly and as required by the County provide written notice of the names and qualifications of any additional Contractor Personnel assigned to perform Services. The County, on a reasonable basis, shall have the right to require the removal and replacement of any of the Contractor Personnel performing Services, at any time during the term of the Agreement. The County will notify Contractor in writing in the event the County requires such action. Contractor shall accomplish any such removal within forty-eight (48) hours after receipt of notice from the County and shall promptly replace such person with another person, acceptable to the County, with sufficient knowledge and expertise to perform the Services assigned to such individual in accordance with this Agreement. In situations where individual Contractor Personnel are prohibited by applicable law from providing Services, removal and replacement of such Contractor Personnel shall be immediate and not subject to such forty- eight (48) hour replacement timeframe and the provisions of the Termination Section of this Agreement shall apply if minimum required staffing is not maintained. 19.Name Changes The Contractor is responsible for immediately notifying the County of any company name change, which would cause invoicing to change from the name used at the time of the original Agreement. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 6 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 20.Compliance with Laws Contractor shall comply with all applicable federal, state, county and local laws, ordinances, rules and regulations in the performance of its obligations under this Agreement, including the procurement of permits and certificates where required, and including but not limited to laws related to Workers Compensation, Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act of 1973, Minority Business Enterprise (MBE), occupational safety and health and the environment, equal employment opportunity, privacy of medical records and information, as applicable. Failure to comply with any of the above provisions shall be considered a material breach of the Agreement. 21.Applicable Law and Venue This Agreement and any and all purchases made hereunder shall be governed by and construed in accordance with the laws of the State of Florida (without regard to principles of conflicts of laws). The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a Party elects to file an action in federal court) courts located in or for Pinellas County, Florida. This choice of venue is intended by the Parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the Parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this section. Each Party waives any right it may have to assert the doctrine of forum non- conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this section. 22.Public Entities Crimes Contractor is directed to the Florida Public Entities Crime Act, Section 287.133, Florida Statutes, as well as Florida Statute 287.135 regarding Scrutinized Companies, and represents to County that Contractor is qualified to transact business with public entities in Florida, and to enter into and fully perform this Agreement subject to the provisions stated therein. Failure to comply with any of the above provisions shall be considered a material breach of the Agreement. 23. Waiver No waiver by either Party of any breach or violation of any covenant, term, condition, or provision of this Agreement or of the provisions of any ordinance or law, shall be construed to waive any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same. 24.Due Authority Each Party to this Agreement represents and warrants that: (i) it has the full right and authority and has obtained all necessary approvals to enter into this Agreement; (ii) each person executing this Agreement on behalf of the Party is authorized to do so; (iii) this Agreement constitutes a valid and legally binding obligation of the Party, enforceable in accordance with its terms. 25.Termination A.Contractor Default Provisions and Remedies of County 1.Events of Default - Any of the following shall constitute a “Contractor Event of Default” hereunder: i.Contractor fails to maintain the staffing necessary to perform the Services as required in theAgreement, fails to perform the Services as specified in the Agreement, or fails to complete theServices within the completion dates as specified in the Agreement; ii.Contractor breaches Confidential Information Section of this Agreement; iii.Contractor fails to gain acceptance of goods and/or services deliverable, for 2 consecutiveiterations; or iv.Contractor fails to perform or observe any of the other material provisions of this Agreement. 2.Cure Provisions - Upon the occurrence of a Contractor Event of Default as set out above, the Countyshall provide written notice of such Contractor Event of Default to Contractor (“Notice to Cure”), andContractor shall have 30 calendar days after the date of a Notice to Cure to correct, cure, and/or remedythe Contractor Event of Default described in the written notice. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 7 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 3.Termination for Cause by the County - In the event that Contractor fails to cure a Contractor Event ofDefault as authorized herein, or upon the occurrence of a Contractor Event of Default as specified inTermination – Contractor Default Provisions and Remedies of County – Events of Default Section of thisAgreement, the County may terminate this Agreement in whole or in part, effective upon receipt byContractor of written notice of termination pursuant to this provision, and may pursue such remedies atlaw or in equity as may be available to the County. B.County Default Provisions and Remedies of Contractor 1.Events of Default - Any of the following shall constitute a “County Event of Default” hereunder:i.the County fails to make timely undisputed payments as described in this Agreement;ii.the County breaches Confidential Information Section of this Agreement; or the County fails toperform any of the other material provisions of this Agreement. 2.Cure Provisions - Upon the occurrence of a County Event of Default as set out above, Contractor shallprovide written notice of such County Event of Default to the County (“Notice to Cure”), and the Countyshall have thirty (30) calendar days after the date of a Notice to Cure to correct, cure, and/or remedy theCounty Event of Default described in the written notice. 3.Termination for Cause by the Contractor - In the event the County fails to cure a County Event ofDefault as authorized herein, Contractor may terminate this Agreement in whole or in part effective onreceipt by the County of written notice of termination pursuant to this provision, and may pursue suchremedies at law or in equity as may be available to the Contractor.C.Termination for Convenience1.Notwithstanding any other provision herein, the County may terminate this Agreement, without cause, bygiving 30 days advance written notice to the Contractor of its election to terminate this Agreementpursuant to this provision. 26.Time is of the Essence Time is of the essence with respect to all provisions of this Agreement that specify a time for performance, including the Services as described in the Exhibits attached hereto; provided, however, that the foregoing shall not be construed to limit a Party’s cure period allowed in the Agreement. 27.Confidential Information and Public Records A.County Confidential Information - Contractor shall not disclose to any third party County ConfidentialInformation that Contractor, through its Contractor Personnel, has access to or has received from the Countypursuant to its performance of Services pursuant to the Agreement, unless approved in writing by the CountyContract Manager. All such County Confidential Information will be held in trust and confidence from the date ofdisclosure by the County, and discussions involving such County Confidential Information shall be limited toContractor Personnel as is necessary to complete the Services. B.Contractor Confidential Information - All Contractor Confidential Information received by the County fromContractor will be held in trust and confidence from the date of disclosure by Contractor and discussions involvingsuch Contractor Confidential Information shall be limited to the members of the County’s staff and the County’ssubcontractors who require such information in the performance of this Agreement. The County acknowledgesand agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Contractor in theContractor Confidential Information during and after the term of the Agreement and shall at all times maintain theconfidentiality of the Contractor Confidential Information provided to the County, subject to federal law and thelaws of the State of Florida related to public records disclosure. Contractor shall be solely responsible for takingany and all action it deems necessary to protect its Contractor Confidential Information except as provided herein.Contractor acknowledges that the County is subject to public records legislation, including but not limited toChapter 119, Florida Statutes, and the Florida Rules of Judicial Administration, and that any of the County’sobligations under this Section may be superseded by its obligations under any requirements of said laws. C.Public Records - Contractor acknowledges that information and data it manages as part of the services may bepublic records in accordance with Chapter 119, Florida Statutes and Pinellas County public records policies.Contractor agrees that prior to providing services it will implement policies and procedures to maintain, produce,secure, and retain public records in accordance with applicable laws, regulations, and County policies, includingbut not limited to the Section 119.0701, Florida Statutes. Notwithstanding any other provision of this Agreementrelating to compensation, the Contractor agrees to charge the County, and/or any third parties requesting public Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 8 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 records only such fees allowed by Section 119.07, Florida Statutes, and County policy for locating and producing public records during the term of this Agreement. If the contractor has questions regarding the application of Chapter 119, Florida Statutes, to the contractor’s duty to provide public records relating to this agreement, the contractor shall contact: Pinellas County Board of County Commissioners Purchasing and Risk Management Division 400 S. Ft. Harrison Ave, 6th Floor, Clearwater, FL 33756 Public Records Liaison Phone: 727-464-3237 Email: mcchartier@pinellas.gov 28.Audit Contractor shall retain all records relating to this Agreement for a period of at least 5 years after final payment is made. All records shall be kept in such a way as will permit their inspection pursuant to Chapter 119, Florida Statutes. In addition, County reserves the right to examine and/or audit such records. 29.Digital Accessibility Contractor acknowledges and warrants that all digital content and services provided under this contract conforms and shall continue to conform during the Term of this Agreement to the W3C Web Content Accessibility Guidelines, version 2.0 (“WCAG 2.0”) at conformance Level A and AA. If all digital content and services does not fully conform to WCAG 2.0 A and AA, Contractor shall advise Pinellas County in writing of the nonconformance prior to execution of this Agreement and shall provide Pinellas County a plan to achieve conformance to WCAG 2.0 A and AA, including but not limited to, an intended timeline for conformance. Failure to achieve conformance, as determined in Pinellas County’s sole discretion, on its intended timeline shall be considered a material breach of this Agreement and grounds for termination by Pinellas County. If during the Term of this Agreement, Contractor fails to maintain compliance with WCAG 2.0 A and AA or Pinellas County otherwise identifies an issue related to accessibility of the product (the “Accessibility Issue”) that renders the product inaccessible, then Pinellas County shall notify Contractor of non-compliance. Within 30 days of Contractor’s receipt of a non-compliance notice (“Notice”), Contractor and Pinellas County shall meet and mutually agree upon an appropriate timeline for resolution of the Accessibility Issue(s) (“Initial Meeting”). Should Contractor: i.fail to acknowledge receipt of the notice within 30 days of receipt of the Notice; ii.unreasonably and solely withhold agreement regarding a timeline for resolution for more than 30 daysfollowing the Initial Meeting; or Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 9 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 iii.fail to materially resolve the Accessibility Issue(s) within the agreed-upon timeline, Failure to comply with the requirements of this section shall constitute a material breach of this Agreement and shall be grounds for termination of this Agreement by Pinellas County and subject Contractor to the Liability and Insurance –Indemnification Section of this Agreement, “Indemnification.” 30.Liability and Insurance A.Insurance - Contractor shall comply with the insurance requirements set out in the Insurance Exhibit, attachedhereto and incorporated herein by reference. B.Indemnification - Contractor agrees to indemnify, pay the cost of defense, including attorney’s fees, and holdharmless the County, its officers, employees and agents from all damages, suits, actions or claims, includingreasonable attorney’s fees incurred by the County, of any character brought on account of any injuries ordamages received or sustained by any person, persons, or property, or in any way relating to or arising from theAgreement; or on account of any act or omission, neglect or misconduct of Contractor; or by, or on account of,any claim or amounts recovered under the Workers’ Compensation Law; or of any other laws, regulations,ordinance, order or decree; or arising from or by reason of any actual or claimed trademark, patent or copyrightinfringement or litigation based thereon; or for any violation of requirements of the Americans with Disabilities Actof 1990, as may be amended, and all rules and regulations issued pursuant thereto (collectively the “ADA”)except when such injury, damage, or violation was caused by the sole negligence of the County. C.Liability - Neither the County nor Contractor shall make any express or implied agreements, guaranties orrepresentations, or incur any debt, in the name of or on behalf of the other Party. Neither the County norContractor shall be obligated by or have any liability under any agreements or representations made by the otherthat are not expressly authorized hereunder. The County shall have no liability or obligation for any damages toany person or property directly or indirectly arising out of the operation by Contractor of its business, whethercaused by Contractor’s negligence or willful action or failure to act. D.Contractor’s Taxes - The County will have no liability for any sales, service, value added, use, excise, grossreceipts, property, workers’ compensation, unemployment compensation, withholding or other taxes, whetherlevied upon Contractor or Contractor’s assets, or upon the County in connection with Services performed orbusiness conducted by Contractor. Payment of all such taxes and liabilities shall be the responsibility ofContractor. 31.County’s Funding The Agreement is not a general obligation of the County. It is understood that neither this Agreement nor any representation by any County employee or officer creates any obligation to appropriate or make monies available for the purpose of the Agreement beyond the fiscal year in which this Agreement is executed. No liability shall be incurred by the County, or any department, beyond the monies budgeted and available for this purpose. If funds are not appropriated by the County for any or all of this Agreement, the County shall not be obligated to pay any sums provided pursuant to this Agreement beyond the portion for which funds are appropriated. The County agrees to promptly notify Contractor in writing of such failure of appropriation, and upon receipt of such notice, this Agreement, and all rights and obligations contained herein, shall terminate without liability or penalty to the County. 32. Survival The provisions of this Agreement shall survive the expiration or termination of this Agreement. 33. Notices All notices, authorizations, and requests in connection with this Agreement shall be deemed given on the day they are: (1) deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (2) sent by air express courier (e.g., Federal Express, Airborne, etc.), charges prepaid, return receipt requested; or (3) sent via email and addressed as set forth below, which designated person(s) may be amended by either Party by giving written notice to the other Party: For County: Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 10 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 Attn: with a copy to: Attn: Merry Celeste, Purchasing and Risk Management Division Director Pinellas County Purchasing Department 400 South Fort Harrison Avenue Clearwater, FL 33756 For Contractor: Attn: Nickitas Kavouklis Viktor Construction Corp 1101 Sunset Dr. Tarpon Springs, FL 34689 34.Conflict of Interest A.The Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of the Services required hereunder, and that no personhaving any such interest shall be employed by Contractor during the agreement term and any extensions. B.The Contractor shall promptly notify the County in writing of any business association, interest, or othercircumstance which constitutes a conflict of interest as provided herein. If the Contractor is in doubt as to whether a prospective business association, interest, or other circumstance constitutes a conflict of interest, the Contractmay identify the prospective business association, interest or circumstance, the nature of work that the Contractor may undertake and request an opinion as to whether the business association, interest or circumstanceconstitutes a conflict of interest if entered into by the Contractor. The County agrees to notify the Contractor of its opinion within (10) calendar days of receipt of notification by the Contractor, which shall be binding on theContractor. 35.Right to Ownership All work created, originated and/or prepared by Contractor in performing Services pursuant to the Agreement, including reports and other documentation or improvements related thereto, to the extent that such work, products, documentation, materials or information are described in or required by the Services (collectively, the “Work Product”) shall be County’s property when completed and accepted, if acceptance is required in this Agreement, and the County has made payment of the sums due therefore. The ideas, concepts, know-how or techniques developed during the course of this Agreement by the Contractor or jointly by Contractor and the County may be used by the County without obligation of notice or accounting to the Contractor. Any data, information or other materials furnished by the County for use by Contractor under this Agreement shall remain the sole property of the County. 36.Amendment This Agreement may be amended by mutual written agreement of the Parties hereto. 37. Severability The terms and conditions of this Agreement shall be deemed to be severable. Consequently, if any clause, term, or condition hereof shall be held to be illegal or void, such determination shall not affect the validity or legality of the remaining terms and conditions, and notwithstanding any such determination, this Agreement shall continue in full force and effect unless the particular clause, term, or condition held to be illegal or void renders the balance of the Agreement impossible to perform. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 11 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 38.No Third-Party Beneficiary The Parties hereto acknowledge and agree that there are no third party beneficiaries to this Agreement. Persons or entities not a party to this Agreement may not claim any benefit from this Agreement or as third party beneficiaries hereto. 39.Force Majeure “Force Majeure Event” means any act or event that (i) prevents a Party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other Party’s (the “Performing Party”) obligations under this Agreement, (ii)is beyond the reasonable control of and not the fault of the Nonperforming Party, and (iii) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. Force Majeure Event(s) do not include economic hardship, changes in market conditions or insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance and thereby prevented from satisfying any conditions precedent to the Performing Party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. The Nonperforming Party must promptly notify the Performing Party upon the occurrence of a Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the Performing Party’s obligations, the Nonperforming Party will resume performance under this Agreement without undue delay. Each Party will use commercially reasonable efforts to mitigate the effect of a Force Majeure Event. 40.Order of Precedence All Exhibits referenced and listed below are incorporated in their entirety into, and form part of this Agreement and will have priority in the order listed A.Pinellas County AgreementB.Exhibit B-Insurance RequirementsC.Exhibit C-Payment Schedule D.Exhibit A-Statement of Work.E.Exhibit D-Payment/InvoicesF.Exhibit E-Dispute Resolution for Pinellas County Board of County Commissioners In Matters of InvoicePayments. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement will prevail. 41.Entirety This Agreement constitutes the entire Agreement between the Parties and supersedes all prior negotiations, representations or agreements either oral or written. (Signature Page Follows) Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 12 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first written. PINELLAS COUNTY, FLORIDA By and through its Viktor Construction Corp Board of County Commissioners Name of Firm By: By Signature Print Name Title Nickitas Kavouklis President Janet C. Long, Chair Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 13 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 EXHIBIT A - STATEMENT OF WORK A. OBJECTIVE Establish a contract for exterior and infrastructure painting and coating to maintain County property, maximizing longevity of County buildings and assets. B. REQUIREMENTS 1. Contractor must have a Painting Specialty Contractor License (obtained through the Pinellas County Construction Licensing Board) and employ painters skilled in applications of the specified products. A copy of the license must be provided prior to award. 2. Contractor must have successfully completed a minimum of five (5) commercial painting projects with a contract amount over $10,000.00 within the past three (3) years. A list of projects proving compliance with this requirement must be provided prior to award. 3. Contractor must have proven satisfactory experience in commercial painting and provide evidence of satisfactory services (i.e., references, public comments, re-award, etc.). A combination of least four (4) references, public comments, or re-awards must be presented prior to award. 4. Contractor is to conform to all workplace safety regulations for storage, mixing, application, and disposal of all paint related materials through adherence to the requirements of those authorities having jurisdiction. 5. Contractor is to conform to all Industrial Health and Safety regulations and precautions in accordance with the latest requirements edition by OSHA, DEP and/or other authorities having jurisdiction. 6. Contractor will not perform painting work unless environmental conditions are within manufacturer’s requirements or adequate weather protection is provided. 7. Prior to commencement of work, Contractor is to thoroughly examine all conditions and surfaces to be painted and report, in writing, to the County any conditions or surfaces that will adversely affect work in the area. 8. Contractor is to conform to all manufacturer’s coatings system application requirements pertaining to wet and dry mil thickness, spread rates, dry times, recoat windows, and related systems procedures. 9. All personnel must be attired in a company uniform and carry identification cards or name tags. Personnel not in compliance may be dismissed from the job site with no compensation to the Contractor. 10. Contractor shall be responsible for notifying the County, in writing, of any conditions detrimental to the proper and timely completion of the work. Contractor shall not proceed with any work until unsatisfactory conditions have been corrected in a manner acceptable to Contractor. 11. Prior to starting work, the Contractor must provide the requesting department a written quote, at no charge, including estimated labor hours and exact quantity and type of materials to be used on the project, as well as a start date and completion time frame. This quote must be approved by the requesting department and a purchase order (PO) issued prior to initiation of work. All quotes shall be provided within five (5) days from the date of request. Modifications cannot be made to any work for which a purchase order was issued unless a written request for modifications is submitted to the requesting department and approved via change order (revision) to an existing PO or receipt of a new PO. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 14 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 12. SECURITY REQUIREMENTS/BACKGROUND CHECKS/ACCESS BADGES: All Contractor employees are required to submit for a background check. The background check process shall be completed, and all paperwork submitted to County at the pre-commencement meeting prior to the start of the contract. The Contractor shall be responsible for all costs associated with the background checks. A valid driver’s license and Social Security card are required for completing the background check and obtaining a security clearance. Step One – The Contractor shall obtain a Level One Criminal History records Check through the Florida Department of Law Enforcement (FDLE) for each assigned employee. Step Two – The Contractor shall submit the FDLE Records Check along with a copy of the driver’s license, Social Security card, and completed Sheriff’s Office Security Clearance Application, for each employee, to the County Contract Manager at the pre-commencement meeting. The Pinellas County Sheriff’s Office shall have and exercise full and complete control over granting, denying, withholding, withdrawing, or terminating security clearances for Contractor employees. Step Three – The County Contract Manager will communicate the results of the Sheriff’s Office review to the Contractor. A list of all assigned personnel, showing the employee’s full name, address, telephone number, date and place of birth, and driver’s license number shall be submitted to the County Contract Manager. This list is to be kept up to date by the Contractor and the list must be submitted in writing to the County Contract Manager every time there is a change to assigned personnel. The Contractor shall provide an updated FDLE Level One Criminal History Records Check for all personnel on an annual basis. The annual updates are to be sent to the County Contract Manager for review by the Sheriff Office. Background check updates shall remain on file at the Contractor’s location for three (3) years from the date of the last invoice. The County will issue a limited number of temporary access cards for use by the Contractor. The Contractor will assign these access cards to their employees. When the contract is awarded, the Contractor and County Contract Manager will finalize the number of temporary access cards required and have the cards issued to the Contractor. The Contractor will notify the County Contract Manager immediately when a temporary access card is lost so that the temporary access card can be disabled. It shall be the responsibility of the Contractor to pay for the replacement temporary access cards at the rate of $10.00 per badge. The Contractor shall return all temporary access cards to the County when employees are dismissed or terminated. Contractor employees may not grant access to any person or persons to any of the secured areas of the County. C. SCOPE OF WORK The Contractor is to provide commercial exterior and infrastructure painting services on an as needed basis, furnishing all labor, tools, equipment, transportation, and materials at multiple facilities within the County. Most of the work will require the application of two (2) coats of paint; however, the County may have exterior painting that requires a variety of painting services, including historic structures. Confirmation of the exact buildings, equipment, size and/or the type of painting services by location cannot be provided. 1. Contractor will supervise and direct work using their best skill and attention and is solely responsible for all work assigned to them by the County. 2. Equipment rentals are to be billed to the County as a “pass through” expense with no Contractor markup. A copy of the rental receipt must be provided to the County as backup to the invoice upon completion of the purchase order. 3. Contractor provides and pays for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and any other facilities and services necessary for the Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 15 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 proper execution and completion of the project, whether temporary or permanent, and whether or not incorporated or to be incorporated in the project. a) Materials purchased by the Contractor that are not considered tools (i.e., consumables such as paint, and caulk, etc.) will be reimbursed at cost. b) Contractor is required to obtain a contractor’s discount to be applied to reimbursable consumables such as paint and caulk purchases, and such discount shall be included on the invoice. c) This is an allowance for consumables, paint, and equipment rentals to be reimbursed based on the cost to the Contractor. d) Provide the original material invoices in support of the invoice presented for reimbursement. e) Reimbursable consumables such as paint and caulk, etc., for each purchase order must be delivered to the site with the receipts/material invoices and verified by a county site representative to sign off on the receipts/material invoices. f) Cost for items considered tools (i.e., brushes, tape, rollers, drop cloths, etc.) will NOT be reimbursed by the County. 4. Contractor will use all new materials and equipment furnished under this contract unless otherwise specified, and all work will be of good quality, free from faults and defects and in conformance with the project specifications. All work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. Contractor shall furnish, at the pre- commencement meeting, satisfactory evidence as to the kind and quality of materials and equipment will be utilized. 5. At all times the contractor must keep the worksite free of accumulation of waste materials or rubbish caused by the work in progress. Upon completion of the work, Contractor shall remove all material/rubbish from the County’s property, as well as all tools, equipment, machinery, and surplus materials. D. PAINT REQUIREMENTS 1. All materials (primers, paints, coatings, varnishes, stains, lacquers, fillers, thinners, solvents, etc.) must be products that are listed in the latest edition of the MPI (Master Painters Institute) Approved Product List and must be from a single manufacturer for each system used. 2. Other paint materials such as linseed oil, shellac, turpentine, etc. must be the highest quality product of an approved manufacturer listed in the MPI Approved Product List and shall be compatible with other coating materials as required. 3. All materials and paints must be lead free and mercury free. 4. Where required, paint products are to meet “MPI Environmentally Friendly" ratings based on VOC (EPA Method 24) content levels. 5. All paint materials must have good flowing and brushing properties and shall dry or cure free of blemishes, sags, air entrapment, etc. 6. Where required, paints and coatings must meet flame spread and smoke developed ratings designated by local Code requirements. E. PAINT PREPARATION Contractor must remove hardware and hardware accessories, plates, machined surfaces, lighting fixtures, and similar items already installed that are not to be painted. If removal is impractical or impossible because of size or weight of the item, provide surface-applied protection before surface preparation and painting. After completing painting operations in each space or area, reinstall items removed using workers skilled in the trades involved. F. MATERIAL PREPARATION AND TINTING 1. Contractor must mix and prepare paint materials according to manufacturer's written instructions. a) Material List: An inclusive list of required coating materials. Indicate each material and cross- reference specific coating, finish system, and application. Identify each material by manufacturer's catalog number and general classification. b) Manufacturer's Information: Manufacturer's technical information, including label analysis and instructions for handling, storing, and applying each coating material. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 16 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 c) Use only thinners approved by paint manufacturer and only within recommended limits. 2. Tint each undercoat a lighter shade to simplify identification of each coat when multiple coats of same material are applied. Tint undercoats to match the color of the finish coat but provide sufficient differences in shade of undercoats to distinguish each separate coat. G. SAMPLES Samples shall be provided to, and approved by, the County project manager for each project prior to commencement of the work, according to the process listed below. 1. Product Data: For each paint system indicated (to include block fillers and primers): a) Material List: An inclusive list of required coating materials. Indicate each material and cross- reference specific coating, finish system, and application. Identify each material by manufacturer's catalog number and general classification. b) Manufacturer's Information: Manufacturer's technical information, including label analysis and instructions for handling, storing, and applying each coating material. 2. Samples for Initial Selection: For each type of finish-coat material indicated. After color selection, County project representative will furnish color chips for surfaces to be coated. 3. Samples for Verification: For each color and material to be applied, with texture to simulate actual conditions on representative samples of the actual substrate. a) Provide stepped samples defining each separate coat, including block fillers and primers. b) Use representative colors when preparing samples for review. Resubmit until required sheen, color, and texture are achieved. c) Provide a list of materials and applications for each coat of each sample. Label each sample for location and application. d) Submit invoice list of all paint materials ordered for project work to the County’s project representative indicating manufacturer, types and quantities for verification and compliance with specification and design requirements if requested. H. SURFACE AND SITE PREPARATION All shrubbery, outside carpeting, sprinkler systems, etc. shall be fully protected against damage during each stage of the painting project. Contractor shall ensure that vehicles are parked a sufficient distance from the work area so they will not be hit with coating spatter, drips, or overspray. Where air movement may result in overspray drift, the Contractor shall use targets to ensure protection of surrounding surfaces, including but not limited to, County owned property, employee-owned vehicles, structures, and vehicles on property surrounding or in close proximity to the project site. Targets shall be closely monitored by Contractor Project Supervisor to ensure work ceases when evidence of overspray drift is observed on targets. Before applying paint or other surface treatments, Contractor will clean substrates of substances that could impair bond of the various coatings. Remove oil and grease before cleaning. Schedule cleaning and painting so dust and other contaminants from the cleaning process will not fall on wet, newly painted surfaces. Clean and prepare surfaces to be painted according to manufacturer's written instructions for each particular substrate condition and as specified. Provide barrier coats over incompatible primers or remove and re-prime. Previous coatings that are loose or peeling, or that have a questionable bond to the substrate must be removed down to a solid surface. Where elastomeric coatings were previously used, tests should be made with a scraper to assure proper adhesion. If proper surface preparation underneath the elastomeric coating was not properly done, the elastomeric should be peeled off with at least 3000 psi and with hand methods as necessary. 1. Cementations Materials: Prepare concrete, concrete unit masonry, cement plaster, and mineral-fiber- reinforced cement panel surfaces to be painted. Remove efflorescence, chalk, dust, dirt, grease, oils, and release agents. Roughen as required to remove glaze. If hardeners or sealers have been used to improve curing, use mechanical methods of surface preparation. Use abrasive blast-cleaning methods if recommended by paint manufacturer. Determine alkalinity and moisture content of surfaces by performing appropriate tests. If surfaces are sufficiently alkaline to cause the finish paint to blister and burn, correct this condition before application. Do not paint surfaces if moisture content exceeds that permitted in manufacturer's written instructions. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 17 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 2. Ferrous Metals: Clean un-galvanized ferrous-metal surfaces that have not been shop coated; remove oil, grease, dirt, loose mill scale, and other foreign substances. Use solvent or mechanical cleaning methods that comply with the Society of Protective Coatings (SSPC) recommendations. Blast steel surfaces clean as recommended by paint system manufacturer and according to SSPC-SP 6/NACE No. 3 Treat bare and sandblasted or pickled clean metal with a metal treatment wash coat before priming. Touch up bare areas and shop-applied prime coats that have been damaged. Wire-brush, clean with solvents recommended by paint manufacturer, and touch up with same primer as the shop coat. 3. Galvanized Surfaces: Clean galvanized surfaces with nonpetroleum-based solvents so surface is free of oil and surface contaminants. Remove pretreatment from galvanized sheet metal fabricated from coil stock by mechanical methods. Existing surfaces shall be tested to determine the existing thickness with a recommendation for the thickness coverage of the new coating system. I. CAULKING REMOVAL 1. All construction joints, expansion joints, inside angles or changes of direction, junctions of dissimilar materials (such as wood to stucco, metal to stucco, etc.), through wall penetrations (such as pipes, conduit, anchor bolts, etc.), window, all 90 degree angles on the top-side of all window sills, junction of the metal cap where one piece overlaps another, door, and slab joints shall be carefully inspected for caulking deterioration, loss of adhesion, cracking, etc. 2. Failing caulk shall be removed thoroughly and the area cleaned with VM & P Naphtha or another appropriate solvent. (Do not use mineral spirits or turpentine.) Once caulk is removed and the void cleaned to a sound substrate, apply primer/sealer prior to installation of sealant. 3. Areas listed above that currently have no existing sealant are to be cleaned to a sound substrate and caulked with an alkyd based one component polyurethane sealant. 4. All areas being caulked are to be prepared as directed on the sealant product data sheets. Install Backer- Rod or Bond-Breaker Tape per instructions on sealant manufacturer’s data sheets. 5. Contractor is to make every effort possible to reduce the “open time” of prepared joints to receive sealant. Extended periods of prepared but unsealed joints will increase the chances of severe water intrusion. J. CRACK REPAIR 1. All static cracks (not to exceed 1/32” x 1/32”) shall be cleaned out and opened to a “V” configuration. 2. Fill all prepared static cracks with Scott Plastiflex™ #5100, #5200, or #5300 Patch or Caulking (or approved equivalent) material to match the existing texture as closely as possible. 3. All dynamic cracks (cracks larger than 1/32” x 1/32”) shall be cut with an electric saw to a minimum of ¼” x ¼”. 4. All dynamic cracks shall be packed with the appropriate size backer rod or bond breaker tape. 5. All dynamic cracks shall be caulked with Scott #5500 Plastiflex™ Elastomeric Acrylic Urethane Caulk and/or an alkyd based single component urethane caulk and properly tooled to blend. 6. In some areas, seepage from walls is evident. In order to prevent coatings from disbanding, seepage must be cleaned. Once surface seepage is cleaned, rout these areas and use a hydraulic cement mixture to blend with surrounding surfaces. Allow product to cure prior to applying paint products. 7. Areas of loose or hollow sounding stucco shall be chipped out and replaced with new stucco and a bonding agent or with Plastiflex™ Elastomeric Patching Compound #5100, #5200, or #5300 (or approved equivalent). Care should be taken to match the original texture of the stucco as closely as possible. K. EXTERIOR EXPOSED WOOD 1. Painted wood surfaces shall be carefully inspected for evidence of deterioration or surface imperfections. Any imperfections shall be repaired (i.e., sandpaper any hard, glossy surface to ensure proper adhesion; fill nail holes, imperfections, and cracks with putty; edges, corners and raised grain shall be eased by sanding). County must be notified of any wood replacement needed. 2. All rusted nail heads, screws and/or bolts, shall be treated with a phosphoric acid-based solution (Ospho), counter-sunk and puttied with an oil based putty or spot-primed to prevent further bleeding. L. SITE REQUIREMENTS Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 18 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 Unless pre-approved by the County project representative, the Contractor shall not perform repainting work when ambient air and substrate temperatures and humidity level exceeds manufacturer’s stated limits. The Contractor shall test suspect surfaces (concrete, masonry, plaster and wood surfaces) for moisture and alkalinity as required. Conduct all moisture tests using a properly calibrated electronic moisture meter, except test concrete floors for moisture using a simple "cover patch test". The maximum moisture shall not exceed: • 15% for wood • 12% for plaster and gypsum board The Contractor shall not perform painting or repainting work unless adequate lighting has been provided. The Contractor shall apply paint only to dry, clean, and adequately prepared surfaces in areas where dust is no longer generated by construction activities such that airborne particles will not affect the quality of finished surfaces. Normal safety signs, necessary lighting and temporary fencing around work areas shall be installed and maintained in accordance with OSHA requirements while the work is in progress. Painting materials must be secured in accordance with OSHA regulations when not in use. M. DELIVERY OF MATERIALS The Contractor will confine his apparatus, materials storage and operations of his workers to limits indicated by the County project representative. All materials used on the job must be stored in a single place designated by the County project representative. Such storage shall be kept clean, and Contractor shall be liable for damage to surrounding areas. 1. All paint product materials used pursuant to these specifications shall be delivered to the jobsite in original, sealed factory containers and shall bear proper factory labeling including batch number and color number. 2. All containers shall have manufacturer’s instructions as part of the labeling requirement. 3. All deliveries shall be the sole responsibility of the Contractor to coordinate. Contractor must notify the County project representative in advance of incoming deliveries. 4. Flammable material and/or fire hazard waste shall be stored per manufacturer’s label, handled and used in an approved manner and shall be removed from the site daily. 5. The Contractor will provide the County a copy of Safety Data Sheet (SDS) for each product to be used on each job. The Contractor shall maintain a copy of the MSDS at the work site. N. APPLICATION Apply paint according to manufacturer's written instructions. Use applicators and techniques best suited for substrate and type of material being applied. Do not paint unless substrates are acceptable and/or until all environmental conditions (heating, ventilation, lighting and completion of other sub-trade work) are acceptable for applications of products. Painting coats specified are intended to cover surfaces satisfactorily when applied at proper consistency and in accordance with manufacturer's recommendations. Apply a minimum of coats defined by the project scope of work using the paint listed in the scope of work paint schedule to achieve satisfactory results. Paint colors, surface treatments, and finishes are indicated in the paint schedules: 1. Do not paint over dirt, rust, scale, grease, moisture, scuffed surfaces, or conditions detrimental to formation of a durable paint film. 2. Provide finish coats that are compatible with primers used. 3. The term "exposed surfaces" includes areas visible when permanent or built-in fixtures, grilles, convector covers, covers for finned-tube radiation, and similar components are in place. Extend coatings in these areas, as required, to maintain system integrity and provide desired protection. 4. Paint surfaces behind movable equipment and furniture the same as similar exposed surfaces. Before final installation of equipment, paint surfaces behind permanently fixed equipment or furniture with prime coat only. 5. Paint interior surfaces of ducts with a flat, non-specular black paint where visible through registers or grilles. 6. Paint back sides of access panels and removable or hinged covers to match exposed surfaces. 7. Finish exterior doors on tops, bottoms, and side edges the same as exterior faces. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 19 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 8. Finish interior of wall and base cabinets and similar field-finished casework to match exterior. 9. Sand lightly between each succeeding enamel/varnish coat. 10. Materials shall be applied evenly and free of runs, sags, pinholes, or lap marks. O. APLICATION PROCEDURES Apply paints and coatings by brush, roller, spray, or other applicators according to manufacturer's written instructions. 1. Brushes: Use brushes best suited for type of material applied. Use brush of appropriate size for surface or item being painted. 2. Rollers: Use rollers of carpet, velvet-back, or high-pile sheep's wool as recommended by manufacturer for material and texture required. 3. Spray Equipment: Use airless spray equipment with orifice size as recommended by manufacturer for material and texture required. 4. Minimum Coating Thickness: Apply paint materials no thinner than manufacturer's recommended spreading rate to achieve dry film thickness indicated. Provide total dry film thickness of the entire system as recommended by manufacturer. It will be the painting contractor’s responsibility to own and use a wet film thickness gage to check his application thickness as work proceeds. 5. Mechanical and Electrical Work: Painting of mechanical and electrical work is limited to items exposed in equipment rooms and occupied spaces. Mechanical items to be painted include, but are not limited to, the following: a) Uninsulated metal piping b) Uninsulated plastic piping c) Pipe hangers and supports d) Tanks that do not have factory-applied final finishes e) Visible portions of internal surfaces of metal ducts, without liner, behind air inlets and outlets f) Duct, equipment, and pipe insulation having “all-service jacket” or other paintable jacket material g) Mechanical equipment that is indicated to have a factory-primed finish for field painting. Electrical items to be painted include, but are not limited to: (i) Switchgear (ii) Panel boards (iii) Electrical equipment that is indicated to have a factory-primed finish for field painting 6. Block Fillers: Apply block fillers to concrete masonry block at a rate to ensure complete coverage with pores filled. 7. Prime Coats: Before applying finish coats, apply a prime coat, as recommended by manufacturer, to material that is required to be painted or finished and that has not been prime coated by others. Recoat primed and sealed surfaces where evidence of suction spots or unsealed areas in first coat appears, to ensure a finish coat with no burn-through or other defects due to insufficient sealing. 8. Pigmented (Opaque) Finishes: Completely cover surfaces as necessary to provide a smooth, opaque surface of uniform finish, color, appearance, and coverage. Cloudiness, spotting, laps, brush marks, runs, sags, or other surface imperfections acceptable. 9. Stipple Enamel Finish: Roll and redistribute paint to an even and fine texture. Leave no evidence of rolling, such as laps, irregularity in texture, skid marks, or other surface imperfections. 10. Completed Work: Mus t match approved samples for color, texture, and coverage. Remove, refinish, or repaint work not complying with requirements. P. PAINT SCHEDULING Apply first coat to surfaces that have been cleaned, pretreated, or otherwise prepared for painting as soon as practicable after preparation and before subsequent surface deterioration. 1. The number of coats and film thickness required are the same regardless of application method. Do not apply succeeding coats until previous coat has cured as recommended by manufacturer. If sanding is required to produce a smooth, even surface according to manufacturer's written instructions, sand between applications. Omit primer over metal surfaces that have been shop primed and touchup painted. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 20 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 2. If undercoats, stains, or other conditions show through final coat of paint, apply additional coats until paint film is of uniform finish, color, and appearance. Give special attention to ensure that edges, corners, crevices, welds, and exposed fasteners receive a dry film thickness equivalent to that of flat surfaces. 3. Allow sufficient time between successive coats to permit proper drying. Do not recoat surfaces until paint has dried to where it feels firm and does not deform or feel sticky under moderate thumb pressure, and until application of another coat of paint does not cause undercoat to lift or lose adhesion. Q. EXTERIOR PAINTING SCHEDULING 1. Stucco: Provide the following finish systems over exterior concrete, stucco, and brick masonry substrates: Flat Acrylic Finish: Ceilings only, two finish coats over a primer. a) Primer: Exterior concrete and masonry primer b) Finish Coats: Exterior flat acrylic paint 2. Ferrous Metal: Provide the following finish systems over exterior ferrous metal. Primer is not required on shop- primed items. Full-Gloss Alkyd-Enamel Finish: Two finish coats over a rust-inhibitive primer. a) Primer: Exterior ferrous-metal primer b) Finish Coats: Exterior full-gloss alkyd enamel 3. Zinc-Plated Metal: Provide the following finish systems over exterior zinc-plated metal surfaces: Full- Gloss Alkyd-Enamel Finish; Two finish coats over a self-etching primer. a) Primer: Exterior Self-Etching Primer b) Finish Coats: Exterior full-gloss alkyd enamel 4. Galvanized Metal: Provide the following finish systems over exterior galvanized metal: Full-Gloss Alkyd- Enamel Finish: Two finish coats over a galvanized metal primer. a) Primer: Exterior galvanized metal primer b) Finish Coats: Exterior full-gloss alkyd enamel 5. Aluminum: Provide the following finish systems over exterior aluminum surfaces: Alkyd-Enamel Finish: Two finish coats over a primer. a) Primer: Exterior aluminum primer under alkyd finishes b) Finish Coats: Exterior Satin finish alkyd enamel R. PROTECTION AND CLEANUP At the end of each workday, remove empty cans, rags, rubbish, and other discarded paint materials from the project site. After completing painting, clean glass and paint-spattered surfaces. Remove spattered paint by washing and scraping without scratching or damaging adjacent finished surfaces. Protect work of other trades, whether being painted or not, against damage from painting. Correct damage by cleaning, repairing or replacing, and repainting, as approved by the County project representative. Provide "Wet Paint" signs to protect newly painted finishes. After completing painting operations, remove temporary protective wrappings provided by others to protect their work. After work of other trades is complete, touch up and restore damaged or defaced painted surfaces. S. WARRANTY The Contractor shall guarantee all work against defective workmanship and materials for a period of seven (7) years. Coated areas which show evidence of premature failure, shall be removed by a suitable means and the entire coating system reapplied at the Contractor’s expense. T. ASSET PRESERVATION The Contractor, at the request of the County, will provide asset condition assessment reports for any identified County property that is scheduled for coating and perseveration. Reports are to include: 1. Historical background and information of facility, including age and previous exterior work painting and/or repairs completed (if obtainable). 2. Recommendation on preservation and/or improvement technique that shall: a) Extend the life of the asset b) Address existing flaws or damage c) Improve the visual quality 3. Projected lifecycle of recommended preservation techniques and/or improvements. 4. Value analysis of recommended preservation techniques and/or improvements. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 21 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 U. UNSPECIFIED SERVICES Unspecified materials and services are for services that may be needed during the term of the contract as authorized by the County. In addition, unspecified materials and services such as consumables used for completion of project as per section C, Scope of Work, Number 3, will be reimbursed under unspecified services. 1. Equipment Rentals, consumables, and paint will be billed to the County as a “pass through” with no markup. A copy of the rental receipt is to be provided to the County with the invoice at the completion of the project. This is an allowance provided by the County and not a unit price item to be bid by the contractor. 2. Materials purchased by the Contractor that are not considered tools such as paint, and caulk, etc. will be reimbursed at cost. The Contractor shall add the cost to the final invoice at the completion of the job and provide the original material invoices as back up for reimbursement. Items considered tools, like brushes, tape, rollers, drop cloths, etc., will not be reimbursed by the County. 3. Contractor is required to obtain a contractor’s discount applied to reimbursable consumables such as paint and caulk purchases and include such discount on the invoice. Backup documentation to show proof of contractor’s discount or other discounted pricing is required to be submitted with each quote and/or invoice. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 22 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 EXHIBIT B - INSURANCE REQUIREMENTS 1. LIMITATIONS ON LIABILITY By submitting a Bid, the Vendor acknowledges and agrees that the services will be provided without any limitation on the Vendor’s liability. The County objects to and shall not be bound by any term or provision that purports to limit the Vendor’s liability to any specified amount in the performance of the services. The Vendor shall state any exceptions to this provision in its response, including specifying the proposed limits of liability in the stated exception to be included in the Services Agreement. The Vendor is deemed to have accepted and agreed to provide the services without any limitation on the Vendor’s liability that the Vendor does not take exception to in its response. Notwithstanding any exceptions by the Vendor, the County reserves the right to declare its prohibition on any limitation on the Vendor’s liability as non-negotiable, to disqualify any Bid l that includes exceptions to this prohibition on any limitation on the Vendor’s liability, and to proceed with another responsive, responsible proposal, as determined by the County in its sole discretion. 2. INDEMNIFICATION Vendor agrees to indemnify, pay the cost of defense, including attorney’s fees, and hold harmless the County, its officers, employees and agents from all damages, suits, actions or claims, including reasonable attorney’s fees incurred by the County, of any character brought on account of any injuries or damages received or sustained by any person, persons, or property, or in any way relating to or arising from the Agreement; or on account of any act or omission, neglect or misconduct of Contractor; or by, or on account of, any claim or amounts recovered under the Workers’ Compensation Law; or of any other laws, regulations, ordinance, order or decree; or arising from or by reason of any actual or claimed trademark, patent or copyright infringement or litigation based thereon; or for any violation of requirements of the Americans with Disabilities Act of 1990, as may be amended, and all rules and regulations issued pursuant thereto (collectively the “ADA”) except when such injury, damage, or violation was caused by the sole negligence of the County. 3. INSURANCE The Vendor must provide a certificate of insurance and endorsement in accordance with the insurance requirements listed below, prior to recommendation for award. The Vendor shall obtain and maintain and require any subcontractor to obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth. For projects with a Completed Operations exposure, Vendor shall maintain coverage and provide evidence of insurance for two (2) years beyond final acceptance. All insurance policies shall be from responsible companies duly authorized to do business in the State of Florida and have an AM Best rating of A- VIII or better. A. Submittals should include, the Vendor’s current Certificate(s) of Insurance. If Vendor does not currently meet insurance requirements, Vendor shall also include verification from their broker or agent that any required insurance not provided at that time of submittal will be in place prior to the award of contract. Upon selection of Vendor for award, the selected Vendor shall email certificate that is compliant with the insurance requirements. If the certificate received is compliant, no further action may be necessary. The Certificate(s) of Insurance shall be signed by authorized representatives of the insurance companies shown on the Certificate(s). The Certificate holder section shall indicate Pinellas County, a Subdivision of the State of Florida, 400 S Fort Harrison Ave, Clearwater, FL 33756. Pinellas County shall be named as an Additional Insured for General Liability. A Waiver of Subrogation for Workers Compensation shall be provided if Workers Compensation coverage is a requirement. B. Approval by the County of any Certificate(s) of Insurance does not constitute verification by the County that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate(s) of Insurance is in compliance with the requirements of the Agreement. County reserves the right to require a certified copy of the entire insurance policy, including endorsement(s), at any time during the Bid and/or contract period. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 23 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 C. If any insurance provided pursuant to the Agreement expires or cancels prior to the completion of the Work, you will be notified by CTrax, the authorized vendor of Pinellas County. Upon notification, renewal Certificate(s) of Insurance and endorsement(s) shall be furnished to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org and to CTrax c/o JDi Data at PinellasSupport@ididata.com by the Vendor or their agent prior to the expiration date. 1) Vendor shall also notify County within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, nonrenewal or adverse material change in coverage received by said Vendor from its insurer Notice shall be given by email to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org. Nothing contained herein shall absolve Vendor of this requirement to provide notice. 2) Should the Vendor, at any time, not maintain the insurance coverages required herein, the County may terminate the Agreement,. D. If subcontracting is allowed under this Bid, the Primary Vendor shall obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth; and require any subcontractors to obtain and maintain, at all times during its performance of the Agreement, insurance limits as it may apply to the portion of the Work performed by the subcontractor; but in no event will the insurance limits be less than $500,000 for Workers’ Compensation/Employers’ Liability, and $1,000,000 for General Liability and Auto Liability if required below. All subcontracts between the Vendor and its Subcontractors shall be in writing and are subject to the County’s prior written approval. Further, all subcontracts shall 1. Require each Subcontractor to be bound to the Vendor to the same extent the Vendor is bound to the County by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the Subcontractor; 2. Provide for the assignment of the subcontracts from the Vendor to the County at the election of Owner upon termination of the Contract; 3. Provide that County will be an additional indemnified party of the subcontract; 4. Provide that the County will be an additional insured on all insurance policies required to be provided by the Subcontractor except workers compensation and professional liability; 5. Provide a waiver of subrogation in favor of the County and other insurance terms and/or conditions 6. Assign all warranties directly to the County; and 7. Identify the County as an intended third-party beneficiary of the subcontract. The Vendor shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Section C and identify to the Subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. E. Each insurance policy and/or certificate shall include the following terms and/or conditions: 1) The Named Insured on the Certificate of Insurance and insurance policy must match the entity’s name that responded to the solicitation and/or is signing the agreement with the County. 2) Companies issuing the insurance policy, or policies, shall have no recourse against County for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Vendor. 3) The term "County" or "Pinellas County" shall include all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and Constitutional offices of County and individual members, employees thereof in their official capacities, and/or while acting on behalf of Pinellas County. 4) All policies shall be written on a primary, non-contributory basis. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 24 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 The minimum insurance requirements and limits for this Agreement, which shall remain in effect throughout its duration and for two (2) years beyond final acceptance for projects with a Completed Operations exposure, are as follows: 1) Workers’ Compensation Insurance: Worker’s Compensation Insurance is required if required pursuant to Florida law. If, pursuant to Florida law, Worker’s Compensation Insurance is required, employer’s liability, also known as Worker’s Compensation Part B, is also required in the amounts set forth herein Limits Florida Statutory Employers’ Liability Limits Per Employee $ 500,000 Per Employee Disease $ 500,000 Policy Limit Disease $ 500,000 If Vendor/Contractor is not required by Florida law, to carry Workers Compensation Insurance in order to perform the requirements of this Agreement, County Waiver Form for workers compensation must be executed, submitted, and accepted by Risk Management. Failure to obtain required Worker’s Compensation Insurance without submitting and receiving a waiver from Risk Management constitutes a material breach of this Agreement. 2) Commercial General Liability Insurance: including, but not limited to, Independent Vendor, Contractual Liability Premises/Operations, Products/Completed Operations, and Personal Injury. Limits Combined Single Limit Per Occurrence $ 1,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal Injury and Advertising Injury $ 1,000,000 General Aggregate $ 2,000,000 3) Business Automobile or Trucker’s/Garage Liability Insurance covering owned, hired, and non-owned vehicles. If the Vendor does not own any vehicles, then evidence of Hired and Non-owned coverage is sufficient. Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and unloading hazards, unless Vendor can show that this coverage exists under the Commercial General Liability policy. Limits Combined Single Limit Per Accident $1,000,000 4) Excess or Umbrella Liability Insurance excess of the primary coverage required, in paragraphs (1), (2), and (3) above: Limits Each Occurrence $1,000,000 General Aggregate $1,000,000 5) Pollution Legal/Environmental Legal Liability Insurance for pollution losses arising from all services performed to comply with this contract. Coverage shall apply to sudden and gradual pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water, which results in Bodily Injury or Property Damage. If policy is written on a Claims Made form, a retroactive date is required, and coverage must be maintained for 3 years after completion of contract or “tail coverage must be purchased. Coverage should include and be for the at least the minimum limits listed below: Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 25 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 i. Bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean up costs, and the loss of use of tangible property that has not been physically injured or destroyed; ii. Defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensation damages. iii. Cost of Cleanup/Remediation. Limits Per Claim or Occurrence $1,000,000 General Aggregate $1,000,000 For acceptance of Pollution Legal/Environmental Legal Liability coverage included within another policy coverage required herein, a statement notifying the certificate holder must be included on the certificate of insurance and the total amount of said coverage per occurrence must be greater than or equal to the amount of Pollution Legal/Environmental Legal Liability and other coverage combined. For herbicide and pesticide spraying operations only, an endorsement to the Commercial General Liability policy that provides Pollution Liability coverage for herbicide and pesticide spraying is acceptable. 6) Property Insurance Vendor will be responsible for all damage to its own property, equipment and/or materials. Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 26 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 EXHIBIT C - PAYMENT SCHEDULE ITEM DESCRIPTION ESTIMATED QTY (3 YEARS) UNIT OF MEASURE UNIT PRICE CONTRACT TOTAL 1 Paint Application 6,825,000 Square Feet 0.18 $1,228,500.00 2 Suface & Site Preparation 30,000 Labor Hour 17.25 $517,500.00 3 Pressure Washing 30,000 Labor Hour 17.25 $517,500.00 4 Paint Allowance Estimated cumulative 3-year amount $260,000.00 5 Equipment Rental Allowance Estimated cumulative 3-year amount $130,000.00 6 Unspecified $30,000.00 CONTRACT TOTAL (Three Years) $2,683,500.00 ANNUAL TOTAL $894,500.00 Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 27 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 EXHIBIT D - PAYMENT/INVOICES PAYMENT/INVOICES: CONTRACTOR shall submit invoices for payment due as provided herein with such documentation as required by Pinellas County and all payments shall be made in accordance with the requirements of Section 218.70 et. seq, Florida Statutes, “The Local Government Prompt Payment Act.” Invoices shall be submitted to the address below unless instructed otherwise on the purchase order, or if no purchase order, by the ordering department: Finance Division Accounts Payable Pinellas County Board of County Commissioners P. O. Box 2438 Clearwater, FL 33757 Each invoice shall include, at a minimum, the Contractor’s name, contact information and the standard purchase order number. In order to expedite payment, it is recommended the Contractor also include the information shown in below. The County may dispute any payments invoiced by CONTRACTOR in accordance with the County’s Dispute Resolution Process for Invoiced Payments, established in accordance with Section 218.76, Florida Statutes, and any such disputes shall be resolved in accordance with the County’s Dispute Resolution Process. INVOICE INFORMATION: Contractor Information Company name, mailing address, phone number, contact name and email address as provided on the PO Remit To Billing address to which you are requesting payment be sent Invoice Date Creation date of the invoice Invoice Number Company tracking number Shipping Address Address where goods and/or services were delivered Ordering Department Name of ordering department, including name and phone number of contact person PO Number Standard purchase order number Ship Date Date the goods/services were sent/provided Quantity Quantity of goods or services billed Description Description of services or goods delivered Unit Price Unit price for the quantity of goods/services delivered Line Total Amount due by line item Invoice Total Sum of all of the line totals for the invoice Pinellas County offers a credit card payment process (ePayables) through Bank of America. Pinellas County does not charge vendors to participate in the program; however, there may be a charge by the company that processes your credit card transactions. For more information please visit Pinellas County purchasing website at (www.pinellascounty.org/purchase). Bid # 23-0145-ITB Bid Title: Painting Services for Building Exteriors, Infrastructure Systems, and Pressure Washing Page 28 of 28 AGREEMENT PINELLAS COUNTY GOODS AND SERVICES AGREEMENT Revised 11/2022 EXHIBIT E - DISPUTE RESOLUTION FOR PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS IN MATTERS OF INVOICE PAYMENTS: Payment of invoices for work performed for Pinellas County Board of County Commissioners (County) is made, by standard, in arrears in accordance with Section 218.70, et. seq., Florida Statutes, the Local Government Prompt Payment Act. If a dispute should arise as a result of non-payment of a payment request or invoice the following Dispute Resolution process shall apply: A. Pinellas County shall notify a vendor in writing within 10 days after receipt of an improper invoice, that the invoice is improper. The notice should indicate what steps the vendor should undertake to correct the invoice and resubmit a proper invoice to the County. The steps taken by the vendor shall be that of initially contacting the requesting department to validate their invoice and receive a sign off from that entity that would indicate that the invoice in question is in keeping with the terms and conditions of the agreement. Once sign off is obtained, the vendor should then resubmit the invoice as a “Corrected Invoice” to the requesting department which will initiate the payment timeline. 1. Requesting department for this purpose is defined as the County department for whom the work is performed. 2. Proper invoice for this purpose is defined as an invoice submitted for work performed that meets prior agreed upon terms or conditions to the satisfaction of Pinellas County. B. Should a dispute result between the vendor and the County about payment of a payment request or an invoice then the vendor should submit their dissatisfaction in writing to the Requesting Department. Each Requesting Department shall assign a representative who shall act as a “Dispute Manager” to resolve the issue at departmental level. C. The Dispute Manager shall first initiate procedures to investigate the dispute and document the steps taken to resolve the issue in accordance with section 218.76 Florida Statutes. Such procedures shall be commenced no later than 45 days after the date on which the payment request or invoice was received by Pinellas County, and shall not extend beyond 60 days after the date on which the payment request or invoice was received by Pinellas County. D. The Dispute Manager should investigate and ascertain that the work, for which the payment request or invoice has been submitted, was performed to Pinellas County’s satisfaction and duly accepted by the Proper Authority. Proper Authority for this purpose is defined as the Pinellas County representative who is designated as the approving authority for the work performed in the contractual document. The Dispute Manager shall perform the required investigation and arrive at a solution before or at the 60 days timeframe for resolution of the dispute, per section 218.76, Florida Statutes. The County Administrator or his or her designee shall be the final arbiter in resolving the issue before it becomes a legal matter. The County Administrator or his or her designee will issue their decision in writing. E. Pinellas County Dispute Resolution Procedures shall not be subject to Chapter 120 of the Florida Statutes. The procedures shall also, per section 218.76, Florida Statutes, not be intended as an administrative proceeding which would prohibit a court from ruling again on any action resulting from the dispute. F. Should the dispute be resolved in the County’s favor interest charges begin to accrue 15 days after the final decision made by the County. Should the dispute be resolved in the vendor’s favor the County shall pay interest as of the original date the payment was due. G. For any legal action to recover any fees due because of the application of sections 218.70 et. seq., Florida Statutes, an award shall be made to cover court costs and reasonable attorney fees, including those fees incurred as a result of an appeal, to the prevailing party If it is found that the non-prevailing party held back any payment that was the reason for the dispute without having any reasonable lawful basis or fact to dispute the prevailing party’s claim to those amounts. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0433 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 6.3 SUBJECT/RECOMMENDATION: Authorize an increase to existing purchase order with TranSystems Corporation of Clearwater, Florida, for professional engineering services for the development of State Street Park, located at 1312 State Street from $12,500.00 to $135,580.00 pursuant to Request for Qualifications (RFQ) 34-23, Engineering of Record (EOR) continuing service agreement and authorize the appropriate officials to execute same. (consent) SUMMARY: On July 20, 2023, Council approved the use of 47 firms to serve to provide professional engineering services as Engineer of Record (EOR) under a continued services agreement RFQ 34-23 and TranSystems Corporation was selected as one of the approved firms. In December of 2023, purchase order #24000339 was issued to TranSystems Corporation, in the amount of $12,500.00 for the preliminary phase of the State Street Park Design project. Based on the preliminary investigation and site plans, staff is recommending that purchase order #24000339 be increased from $12,500.00 to $135,580.00 for the next phase of the project which consists of developing Site Construction Plans, Architectural and Structural Plans, Permitting, Construction Observation Services, Tree Inventory, Preservation Plan, and Geotechnical Investigation and Engineers estimate of total project construction costs. TranSystems Corporation was selected from our Engineer of Record list due to the reliability of their professional personnel on staff, their ability to put together a team of various disciplines to complete this project, and their past performances in other major site development projects. Their attention to detail, expedited turnaround times, aptitude for environmental concerns, and communication techniques with the client and other inter-disciplinary professional services are what makes them the EOR to be selected for this project. Staff has met with the Spring Branch Neighborhood Association on numerous occasions to gather their input regarding the development of this park. The plans will include a picnic shelter, parking lot, future playground area, stormwater management facilities, two bridges, landscaping, environmental education signage, and trail system throughout the park. Additional staffing for these improvements will not be required as parks staff currently maintains the active portion of the park while the passive areas of the park will remain in their natural state with the addition of improved trails and signage. Operating budgets will increase by approximately $12,000.00 to cover the increase cost of electricity, water, replacement shell, and miscellaneous supplies. The budget for this project has grown due to additional stormwater management requirements, necessity to provide a crosswalk across N. Betty Lane, additional sidewalks in the Right of Way of N. Betty Lane, and expansion of trail system and bridge into newly acquired park property. Total project costs are unknown at this time but are anticipated to be $800,000.00 to $1,100,000.00. Current project funding is $700,000.00 of ARPA related General Fund revenue. If approved at these design specifications, additional resources will need to be allocated at award of the construction contract. Page 1 City of Clearwater Printed on 5/14/2024 File Number: ID#24-0433 Staff is currently analyzing all ARPA related projects to identify if resources need to be reallocated to accommodate encumbrance and spending timeline restrictions. That analysis will be brought to council at a future date which may identify additional funding available for State Street Park. This item is consistent with the Community Development Code as well as the Comprehensive and Strategic Plans. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project G2218, ARPA State Street Park Improvements, to fund this work order. USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: Approval of the purchase order supports several Strategic Plan Objectives, including:  ·1.2: Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. ·1.3: Adopt responsive levels of service for public facilities and amenities, and identify resources required to sustain that level of service. ·2.3: Promote Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events.   ·3.2: Preserve community livability through responsible development standards, proactive code compliance, and targeted revitalization. ·4.3: Protect the conservation of urban forests and public green spaces to promote biodiversity and reduce our carbon footprint. Page 2 City of Clearwater Printed on 5/14/2024 THIS NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES AND SHIPPING PAPERS. Purchase Order # Purchase Order is subject to standardTermsand Conditions posted atwww.myclearwater.com/purchaseorder-TandC BILL TO Purchase Order VENDOR SHIP TO Vendor Email Delivery Contact Date Ordered Date Required Contract Number Department/Location Vendor No. Payment Terms Item#Description/PartNo QTY UOM Unit Price Extended Price By:Procurement Manager Page 1 of 1 24000339PARKS& RECREATION - ADMIN100 S MYRTLE AVE1ST FLOORCLEARWATER, FL 33756Phone: 727-562-4800 TRANSYSTEMS CORPORATION TRANSYSTEMS CORPORATION CONSULTANTS2400 PERSHING ROADSUITE400KANSAS CITY,MO 64108 PARKS & RECREATION - ADMIN 100 S MYRTLE AVE1ST FLOORCLEARWATER, FL 33756 Phone: 727-562-4800 12/21/2023 PKS & REC 205024 30 >FOB DESTINATION unless otherwise indicated>DISCOUNT (if shown) reflects payment terms 1 EA1.0 $12,500.00$12,500.00PRELIMINARY PHASE OF STATE STREET PARK DESIGN Total Ext. Price $12,500.00PO TOTAL $12,500.00 TranSystems Corporate Clearwater 2400 Pershing Road 565 S. Hercules Ave Suite 400 Clearwater, FL 33764 Kansas City, MO 64108 727-822-4151 Tel 816 329 8600 Fax 816 329 8601 www.transystems.com 4/23/2024 Mr. Craig Wilson City of Clearwater – Parks & Recreation Dept. Parks Senior Division Manager Cell 727-383-0331 Office 727-444-8584 Craig.wilson@myclearwater.com Re: Proposal for Professional Engineering Services-State Street Park Intersection of State Street and Betty Lane, Clearwater, FL Dear Craig, TranSystems is pleased to provide our proposal for professional engineering services for the above referenced Project. Based on the preliminary investigation and preliminary site plan that we have provided for the construction of a Parking Lot, Park Amenities, Trail System and sidewalk/crosswalk at State Street Park. Additional comments were provided by the City on 3/7/24 and these comments will be incorporated in the plans. Also, the City has requested that the parking lot meet fire department access requirements by either providing a T-turnaround or a pull through lane with two driveway access points. This will be provided. This letter details the services TranSystems proposes to perform in connection with the Project, the pricing at which TranSystems proposes to perform these services, and the assumptions upon which TranSystems has based this proposal. SCOPE OF SERVICES In connection with the above referenced Project, TranSystems shall perform the following described Services: TranSystems will prepare Site Construction Plans and prepare permit applications. The plans will depict the proposed parking lot, driveway access, playground area, picnic bench area, stormwater management facility, landscape buffers/requirements & proposed trail system. A parking reduction calculation will also be provided to attempt to reduce the code required parking spaces. A phasing plan for the trail system will also be incorporated. I. SITE ENGINEERING CONSTRUCTION PLAN PREPARATION: Fee = $50,500.00 A. Based on the comments provided by the City on the Preliminary Site Plan, we will prepare Site Construction Plan documents. The Site Construction Plans will include the following: 1. Existing Conditions/Demolition Plan/Erosion Control Plan 2. Site Geometrics and Layout for Parking Lot, Playground Area, Picnic Area, and Trail System (including Site Data Table) 3. Paving, Grading and Drainage/Stormwater Plan (Pinellas County/Clearwater/SWFWMD Criteria) 4. Utility Plan (water service connection for drinking fountain and/or hose bibs) 5. Sidewalk and Crosswalk Plan for Pinellas County 6. Offsite stormwater plan for connection to main on west side of Betty Lane. 7. Landscape Plan & Irrigation Specifications 8. General Notes and Specifications 9. Site Construction and Utility Details Proposal for State Street Park Date 4/23/24 Page 2 2 II. PERMITTING: Fee = $ 25,500.00 • City of Clearwater BCP Application submittal for site work and responses to City review comments. • City of Clearwater Drainage report preparation. • SWFWMD Environmental Resource Permit Application and Associated drainage report preparation. • Pinellas County ROW Use Permit for sidewalk and crosswalk construction and storm pipe crossing. • Pinellas County ROW Use permit for Drainage. This will include a BMP nutrient removal analysis and drainage report preparation. III. LIMITED CONSTRUCTION OBSERVATION SERVICES: Fee = $15,500.00 TranSystems and Architect will attend one pre-construction meeting with the owner & contractor, and review site related shop drawings (site items, structural and electrical related items) and material specifications and perform up to 3 site inspections by the Architect and site engineer during the construction of the project. TranSystems will review the as-built survey provided by the Client’s construction surveyor and prepare Record Drawings for submittal to the permitting agencies. IV. TREE INVENTORY & TREE PRESERVATION PLAN: Fee = $5,500.00 TranSystems will subconsult the services of a licensed arborist to perform a tree inventory and preservation plan to meet the requirements of the City of Clearwater. The trees that will be “inventoried” will include the trees that will be impacted by the proposed project improvements and not all of the trees on the site. V. STRUCTURAL ENGINEERING (BRIDGE DESIGN): Fee = $10,000.00 TranSystems will subconsult the services of a licensed Structural Engineer to provide permit drawings for 2- 10’ wide x 20’ long timber bridge/boardwalk structures. VI. ARCHITECTURAL SERVICES Fee = $11,500.00 TranSystems will subconsult the services of a licensed Architect to provide permit drawings for a covered, permanently fixed pavilion structure (approximately 15’ x 15’). This will include structural and electrical components. TOTAL LUMP SUM FEE ALLOWANCES = $118,500.00 (One Hundred Eighteen Thousand Five Hundred Dollars) SPECIAL AND EXTRA SERVICES Extra services will be provided in addition to those required to complete the scope of services described above, as requested by the Client. Such services may include: additional study elements identified by the Client; additional information requested by the Client; special trips requested by the Client other than those required to complete the original scope of services; special services which may be required if the work is suspended or abandoned; additional analyses due to changes in the proposed project; or any special engineering services not required to complete the original scope of service which may be requested by the Client. Payment to TranSystems as compensation for these services will be in addition to the contract amount identified above in the Compensation section. TranSystems will be reimbursed by the Client for these services on a time and materials basis according to our standard hourly rates in effect at the time the services are performed only after receiving written authorization to proceed from the Owner. Proposal for State Street Park Date 4/23/24 Page 3 3 The services contained in this proposal do not include Land Surveying, Geotechnical investigation or any structural design that is not specified. It is our understanding that the City will provide all surveying services for this project. Playground equipment and park amenity specifications will be provided by the City. It is not anticipated that a wetland survey/delineation will be required and/or the need for environmental services related to any wetland mitigation endangered species, etc. These services are not included in this proposal. The proposal outlined in this Letter is valid for 30 days. We sincerely appreciate the opportunity to work with you on this Project. If the proposal outlined in this letter is acceptable, TranSystems would request that you indicate your acceptance of this proposal by providing a Purchase Order according to the terms of our general services agreement. Please let us know if you have any questions or need any further information. Sincerely, TranSystems Corporation dba TranSystems Corporation Consultants By: Brian A. Barker, P.E., M.S.E.M. Vice President | Florida Land Development CITY OF CLEARWATER, FLORIDA Proposal for State Street Park Date 4/23/24 Page 4 4 Approved as to form:                                          Attest: ____________________________                     By: _______________________________ Melissa Isabel                                                      Rosemarie Call Senior Assistant City Attorney                                    City Clerk Countersigned:                                                     ____________________________                     ___________________________________ Bruce Rector                               Jennifer Poirrier Mayor                                                 City Manager ____________________________                     ___________________________________ Date                                                         Date Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0482 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 6.4 SUBJECT/RECOMMENDATION: Authorize a Guaranteed Maximum Price proposal to Keystone Excavators, Inc. of Oldsmar, Florida for the refurbishment of Coachman Ridge Park Pedestrian Bridge in the amount of $345,232.00, pursuant to Request for Qualifications (RFQ) 40-20, Construction Manager at Risk (CMAR) Services Continuing Contracts and authorize the appropriate officials to execute same. (consent) SUMMARY: On September 17, 2020, Council approved the use of 13 firms to serve as Construction Managers at Risk for Continuing Contracts under RFQ 40-20 and Keystone Excavators, Inc. was selected as one of the approved firms. Keystone Excavators, Inc. was selected from the approved CMAR Continuing Contracts List based on past reliability, professionalism, prevalent on-site supervisory personnel, and their ability to put together a team of various disciplines to complete this project, as well as their past performances with other bridge and boardwalk projects within the City of Clearwater’s Parks portfolio. Their ability to deliver quality services, expedite designated timelines, and communicate clearly with the client makes them the CMAR to be considered for this project. This proposal is for the replacement of the existing 10 foot wide by 370-foot-long boardwalk and associated handrails at Coachman Ridge Park. The current materials of the existing bridge are comprised of severely degraded and splintering wood that needs to be removed. To ensure residents’ safety, a longer lifespan of the structure and reduced staff maintenance, the use of fiberglass reinforced composite lumber material accompanied by stainless steel screws has been chosen to replace the failing wood materials, screws, and hardware. Additionally, black vinyl coated small grid mesh fencing will be installed along the handrails to provide visibility of the natural beauty for children as well as patrons in wheelchairs, additional safety, and enhanced structural stability. Additional operating funds will not be needed for this project. By using a more sustainable product like composite lumber, operating costs should decrease as there will be less maintenance requirements. The existing wood material lasted only five years while the fiberglass reinforced composite lumber has an expected wear life of 25 years. This contract is for a period of 120 calendar days, to begin upon issuance of a notice to proceed. This item is consistent with the Community Development Code as well as the Comprehensive and Strategic Plans. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project M2206, Parks and Beautification R&R, to fund this work order. USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: Page 1 City of Clearwater Printed on 5/14/2024 File Number: ID#24-0482 Approval of the purchase order supports several Strategic Plan Objectives, including: ·1.2: Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. ·2.3: Promote Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events. ·3.2: Preserve community livability through responsible development standards, proactive code compliance, and targeted revitalization. Page 2 City of Clearwater Printed on 5/14/2024 COACHMAN RIDGE BRIDGE & BOARDWALK 1 City of Clearwater Parks & Recreation Department Coachman Ridge Park – Pedestrian Bridge & Boardwalk EXISTING CONDITIONS COACHMAN RIDGE BRIDGE & BOARDWALK 2 COACHMAN RIDGE BRIDGE & BOARDWALK 3 COACHMAN RIDGE BRIDGE & BOARDWALK 4 COACHMAN RIDGE BRIDGE & BOARDWALK 5 COACHMAN RIDGE BRIDGE & BOARDWALK 6 COACHMAN RIDGE BRIDGE & BOARDWALK 7 COACHMAN RIDGE BRIDGE & BOARDWALK 8 COACHMAN RIDGE BRIDGE & BOARDWALK 9 COACHMAN RIDGE BRIDGE & BOARDWALK 10 COACHMAN RIDGE BRIDGE & BOARDWALK 11 COACHMAN RIDGE BRIDGE & BOARDWALK 12 COACHMAN RIDGE BRIDGE & BOARDWALK 13 COACHMAN RIDGE BRIDGE & BOARDWALK 14 PROPOSED (Example) COACHMAN RIDGE BRIDGE & BOARDWALK 15 COACHMAN RIDGE BRIDGE & BOARDWALK 16 COACHMAN RIDGE BRIDGE & BOARDWALK 17 COACHMAN RIDGE BRIDGE & BOARDWALK 18 COACHMAN RIDGE BRIDGE & BOARDWALK 19 WEARDECK® COACHMAN RIDGE BRIDGE & BOARDWALK 20 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0498 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 6.5 SUBJECT/RECOMMENDATION: Approve a Facility Use Agreement Template between the City of Clearwater and the Clearwater Horseshoe Club, Clearwater Lawn Bowls Club and Clearwater Shuffleboard Club, for the use and supervision of certain city-owned buildings and facilities from June 1, 2024 through May 31, 2025, with five one-year renewal options, and authorize the appropriate officials to execute same. (consent) SUMMARY: On August 20, 2015, the City Council approved a Facility Use Agreement with the Clearwater Horseshoe (1326 South Martin Luther King, Jr. Avenue), Clearwater Lawn Bowls (1040 Calumet Street) and Clearwater Shuffleboard (1020 Calumet Street) Clubs for the use and supervision of certain city-owned facilities used for their various recreational activities. The current agreement with the three groups expired on December 31, 2023. Since January 1, 2024, the Parties have been operating on a month-to-month basis in accordance with the terms and conditions of the previous Facility Use Agreement. The clubs have expressed their desire to continue and extend their relationships with the city by renewing their respective agreements for another year beginning June 1, 2024 to May 31, 2025 with five one-year renewal options. The City shall provide financial support in the form of reimbursement of stormwater fees where applicable, and up to $2,500 towards operating expenses for the maintenance of courts and equipment as part of these agreements. The City will provide landscape and maintenance services, as well as capital improvements to the properties. Each group is required to provide an annual report of activities consisting of the number of clients served, costs of such service, commentary on the viability, effectiveness, and trends affecting the program and success of same. The Clearwater Lawn Bowls Club celebrated their 100th anniversary this year and the Shuffleboard Club is the home of the National and International Shuffleboard Hall of Fame, while the Horseshoe Club has offered programs at Ed Wright Park for over 40 years and is site of the Florida State Horseshoe Hall of Fame. Including landscape maintenance services annual operating costs for all three clubs total $141,700. Both the lawn bowling and shuffleboard metal shade structures and roofing on both buildings need major repairs and or replacement. Cost to make these repairs are unknown at this time but will need to be addressed within the next 18 to 24 months. Approval of these Agreements will allow for the continuance of these long-term mutually beneficial relationships between the City and the three respective clubs. APPROPRIATION CODE AND AMOUNT: Funds are available in various Parks and Recreation Programming operating budgets but primarily “Leased Facilities” 0100810. USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITIES: Page 1 City of Clearwater Printed on 5/14/2024 File Number: ID#24-0498 Approval of the purchase order supports the following Strategic Plan Objective: ·1.2: Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. ·2.3: Promote Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events. ·3.1: Support neighborhood identity through services and programs that empower community pride and belonging. ·3.4: Inspire citizen participation through civic engagement and volunteerism to build strong, inclusive, and engaged communities. Page 2 City of Clearwater Printed on 5/14/2024 1 FACILITY USE AGREEMENT This Partnership and Operational Support Agreement is made and entered into between the City of Clearwater, whose address is: Attn: Parks and Recreation Director, Post Office Box 4748, Clearwater, FL 33758-4748, (“City”), and _____________________ , whose address is: ____________________, Clearwater, FL _______ (“Club”). WHEREAS, it has been determined to be highly desirable and socially responsible to provide recreational activities and facilities to meet the needs of adults; and WHEREAS, the City desires to provide recreational programs and activities as a means to help adults; and WHEREAS, the City has recognized the need for adult programs as supported by the Parks and Recreation Master Plan; and WHEREAS, the Club has proposed to provide adult recreational experiences for local residents as described herein; and WHEREAS, the City owns the ____________and in specific the ________ and clubhouse (“Center”), located at, __________________________, Clearwater, and WHEREAS, the Club desires to continue its partnership with the City in providing adult programs by running the day to day operations and offering programs at the Center; and NOW, THEREFORE, the parties agree as follows: 1. Term: The term of this agreement shall be for a period of one (1) year commencing on the 1st day of JUNE , 2024 (“Effective Date”) and continuing through the 31st day of MAY, 2025 (“Termination Date”) unless earlier terminated under the terms of this agreement. Since January 1, 2024, the Parties have been operating on a month-to- month basis in accordance with the terms and conditions of the previous Facility Use Agreement (Term: January 1, 2022 thru December 31, 2023). The Parties hereby accept, acknowledge, and agree to be bound by the terms and conditions of that previous Facility Use Agreement until this Agreement is dually executed by the Parties. 2. Options to Renew: This agreement may be extended by mutual written agreement for five (5) additional period of one (1) year, on the same terms and conditions as are set forth herein. 2 ARTICLE II. RESPONSIBILITIES OF THE CLUB 1. Services to be Provided: One of the Club’s goals shall be to provide programs to meet the recreational needs of the ____________ community. a. Programs: The Club will provide for the supervision, maintenance, and programming of the facility described in this agreement. Some of the programs to be provided are as follows: i. Open _________ sessions. ii. Provide lessons and training for new ______ participants. iii. Conduct tournaments. iv. Provide social activities. b. Assistance to the Community: The Club will maintain communication and interaction with the surrounding community through such avenues as: i. Facilitation and support of community meetings and activities. ii. Facilitation and support for use of center as a voting site, if needed. The Club may collect reasonable fees to cover any direct expenses associated with accommodating these requests. c. Assistance to the City: Provide Club personnel and volunteers to operate and provide programs at the Center. d. Hours of Operation: The Club will provide programs and activities at the Center on a weekly basis (Monday-Friday) and establish regular operation hours for a minimum of 20 hours per week, in season. Seasonal dates are defined as the months of to . 2. Area to be Served: Services rendered through this agreement shall be related to __________ activities, or other City approved similar activities, and provided primarily for the enjoyment of residents of Clearwater but will include residents of other areas in order to make the offerings of said program viable and successful. 3. Use of _____________ Facility: a. No Illegal Use: The Club promises and agrees that they will make or allow no unlawful, improper, or offensive use of the premises. Further, the Club understands and agrees that this provision specifically prohibits, among other acts, the sale, consumption, or use of alcoholic beverages or controlled substances anywhere in, on, or around the Center and those adjacent areas used by the Club. b. Rules for Use: Rules and regulations governing the use of the Center established by the Club, providing they are not in conflict or inconsistent with ordinances, policies, or 3 operating rules of the City or of this agreement. Such rules and regulations developed by this Club may provide for and allow reasonable user fees to be retained by the Club. c. Inspection by City: The Club understands and agrees that the Center premises may be entered and inspected at any time by the City’s officers, agents, and employees. The City shall make its best effort to notify the Club at least 24 hours prior to any inspections but may enter the center at any time in its sole discretion. d. General Adherence to City Ordinances: Notwithstanding any limitations implied by the provisions above, the Club promises to observe all City ordinances and other applicable laws. e. Signage: The Club may place an identification sign on the Center or in the parking lot according to City codes with approval from the City at the Club’s expense. All signage must follow the City sign code and shall be approved by the City prior to being placed. f. Structure: No permanent alterations or improvements to the interior or exterior of the building may be made without the written consent of the City. Any permanent structural additions approved by the City will become City property. g. Assignment: This agreement is not assignable. Any attempt to assign the rights under this Agreement, or any portion thereof shall result in automatic termination and render this Agreement null and void in all respects. h. Concessions: The Club is not permitted to operate a concession stand when an outstanding City agreement is in place. The Club will not engage in private third-party operations of the concession stand. In the absence of an outstanding City agreement, the Club is permitted to operate a concession stand within the amenity parameters of the facility. The Club will also be responsible to maintain the concession stands to the standards established by the State of Florida Department of Health and the City of Clearwater. Any Club that operates a concession stand will be required to have their concession manager become a Certified Professional Food Manager. As regulated by the Florida Department of Health, food service operations must provide annual training for employees or volunteers. It is the responsibility of the certified manager or person in charge to train or ensure the training of all employees or volunteers under their supervision and control who engages in the storage, preparation, or serving of food, or cleaning of equipment, utensils, or food contact and non-food contact surfaces, and to do so in accordance with acceptable sanitary practices. The trainings must be annual and provided to employees by March 31 of each year. Employees or volunteers hired after the annual training has been provided for that calendar year must receive training within 30 days of being hired. The certified manager or person in charge must also maintain a copy of the establishment’s most recent regular food 4 service inspection form provided by the department. Employees or volunteers shall present this inspection form to guests or patrons for their review upon request. Any use of food trucks must be approved by the City of Clearwater and follow all City policies and procedures regarding food trucks operating on City property. 4. Maintenance of the Premises by the Club: a. Custodial Maintenance: The Club shall maintain the Center and adjacent areas used by the Club in a clean and orderly condition. b. Repair of Damage: The Club understands and agrees that it is responsible for and will cause to be repaired at the Club’s expense damage to the premises as a result of their occupancy other than normal wear and tear, vandalism, or storms. Any damage occurring as a result of normal wear and tear, vandalism, or storms is to be reported to the city liaison as soon as possible. c. Site Visits: Monthly site visits will be performed by a representative of the Athletics Division. 5. Payment for all Operating Expenses: The Club is responsible to pay all operating expenses associated with the Center, to include utilities, as well as any of its programs, except those specifically identified under Article III, Section 2. 6. Scheduled Reports of Club Activities: a. The Club shall furnish the City Parks and Recreation Department with an annual report of activities conducted under the provisions of this agreement within sixty (60) days of the end of the Club’s fiscal year. Each report is to identify the number of clients served, the type of activities and programs offered, and costs of such services. See Exhibit A. b. The Club agrees to submit progress reports and other information in such format as may be prescribed by the City, and to cooperate in site visits and other on-site monitoring including, but not limited to, access to sites, staff, fiscal and client records and logs, and the provision of related information. 7. Creation, Use, and Maintenance of Financial Records: a. Creation of Records: The Club shall create and maintain financial and accounting records, books, documents, policies, procedures, and any information necessary to reflect fully the financial activities of the Club. Such records shall be available and accessible at all times for inspection, review, or audit by authorized City representative and shall produce such records as required by law. 5 b. Use of Records: The Club shall produce such reports and analyses that may be required by the City to document the proper and prudent stewardship and use of the facilities. c. Maintenance of Records: All records created hereby are to be retained and maintained according to the State of Florida General Records Schedule. 8. Management Letter: Within ninety (90) days of the close of its fiscal year, the Club agrees to submit to the City a management letter detailing the officers of the Club, by- laws, and/or rules of the Club and identify fees and donations, and expenditures by the Club. See Exhibit B. 9. Non-discrimination: Not withstanding any other provisions of this agreement during the term of this agreement, the Club for itself, agents, and representatives, as part of the consideration for this agreement, does covenant and agree that: a. Non-discrimination: The Club agrees that no person shall, on the grounds of race, sex, handicap, national origin, religion, marital status, or political belief, be excluded from participation in, denied the benefit(s) of, or be otherwise discriminated against as an employee, volunteer, or client of the provider. The Club agrees to maintain reasonable accommodation and access for handicapped persons as required by law. b. Inclusion in Sub-Contracts: The Club agrees to include the requirements to adhere to Title VI and Title VII of the Civil Rights Act of 1964 in all approved sub-contracts. c. Breach of Non-discrimination Covenants: In the event of conclusive evidence of a breach of any of the above non-discrimination covenants, the City shall have the right to terminate this agreement immediately. 10. Publicizing of City Support: The Club agrees to utilize every reasonable opportunity to publicize the support received from the City. Any Club promotional materials utilizing the City logo or documenting support must be approved by the City before distribution. 11. Liability and Indemnification: The Club shall act as an independent contractor and agrees to assume all risks of providing the program activities and services herein agreed and all liability therefore, and shall defend, indemnify, and hold harmless the City, its officers, agents, and employees from and against any and all claims of loss, liability, and damages of whatever nature, to persons and property, including, without limiting the generality of the foregoing, death of any person and loss of the use of any property, except claims arising from the negligence of the City or City’s agents or employee. This includes, but is not limited to, matter arising out of a claim to have been caused by or in any manner related to the Club’s activities or those of any approved or unapproved invitee, contractor, sub-contractor, or other person approved, authorized, or permitted by the Club in or about the premises whether or not based on negligence. Nothing herein shall be construed as consent by the City to be sued by third parties, or as a waiver or modification of the provisions of Section 768.28, Florida Statutes, or the Doctrine of Sovereign Immunity. 6 12. Insurance Requirements: The Club further agrees to carry at its own cost and expense, acquire and maintain during the term with the City, sufficient insurance to adequately protect the respective interest of the parities. Specifically, the Club must carry the following minimum types and amounts of insurance on an occurrence basis, or in the case of coverage that cannot be obtained on an occurrence basis then coverage can be obtained on a claims-made basis with a minimum three (3) year tail following the termination or expiration of the Agreement. These insurance requirements shall not limit the liability of the Club. The City does not represent that these types or amounts of insurance to be sufficient or adequate to protect the Club’s interests or liabilities, but are merely minimums: a. Comprehensive General Liability insurance on an "occurrence" basis including but not limited to bodily injury, personal injury, and property damage with limits not less than $1,000,000 per occurrence, $2,000,000 aggregate. b. Automobile Liability insurance for any motor vehicle owned by, hired by, used by, or used on behalf of the Club, providing Bodily Injury Liability and Property Damage Liability covering any injury or damage with limits no less than $1,000,000 per occurrence, $2,000,000 aggregate. If the Club does not own any motor vehicles or use City Property as the origin for group travel this insurance is not required. c. The City recommends but does not require the following coverages to protect the Club. The City is not liable and shall be indemnified against any claims arising from any claims made against the recommended coverages provided below. i. Property Insurance. ii. Crime and Employee Dishonest Coverage. iii. Sexual Abuse & Molestation Coverage. iv. Workers Compensation Coverage. v. Employers Liability Insurance. 13. ADDITIONAL INSURED: The City is to be specifically included as an additional insured on all liability coverage described above except for the Workers’ Compensation coverage. 14. OTHER INSURANCE PROVISIONS: The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions: a. PRIMARY INSURANCE COVERAGE: For any claims related to this Agreement, the Club’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Club’s insurance and shall not contribute to it. b. RIGHT OF RECOVERY: Except for Workers’ Compensation, the Club waives its right of recovery against the City, to the extent permitted by its insurance policies. 15. CERTIFICATE OF INSURANCE/CERTIFIED COPIES OF POLICIES: The Club will provide the City with a Certificate or Certificates of Insurance showing the existence of 7 coverage as required by the Agreement. In addition, the Club will provide to the City, if asked in writing, certified copies of all policies of insurance. The Club will maintain the required coverage with a current Certificate(s) of Insurance throughout the term of the Agreement with the City. New certificates and new certified copies of policies shall be provided to the City whenever any policy is renewed, revised, or obtained from other insurers. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attention: Athletics Office 1160 Seminole Street Clearwater, FL 33755 And City of Clearwater Attention: Risk Manager 100 S. Myrtle Ave. Clearwater, FL 33756 ARTICLE III. RESPONSIBILITIES OF THE CITY 1. Grant of Funds: a. The City will not be providing any monetary funding as part of this Agreement except those specifically identified under Section 2 below. 2. Grant of In-Kind Services: a. The City agrees to provide lawn and landscape maintenance services for all areas in the park and around the Center. b. The City agrees to pay for the cost of stormwater fees where applicable. c. The City will provide for operating funds in the amount of $2,500 to cover equipment and court maintenance. d. The City will provide replacement for all major capital components as determined by the City. e. The City will allow the Club to use an agreed upon inventory of existing furnishings, remaining on site i.e. chairs, tables, file cabinets, and desks. The Club will be responsible for maintenance and replacement of items if needed. f. The City will not provide any other additional in-kind services, supplies, labor, or equipment whether on loan to or for consumption by the Club. 8 3. City Liaison: A dedicated staff member from the Athletics Office will serve as the City Liaison for the Club. ARTICLE IV. DISCLAIMER OF WARRANTIES This agreement constitutes the entire agreement between the parties on the subject hereof and may not be changed, modified, or discharged except by written Amendment duly executed by both parties. No representations or warranties by either party shall be binding unless expressed herein or in a duly executed amendment hereof. ARTICLE V. TERMINATION 1. With or Without Cause: Either Party may terminate this Agreement with thirty (30) days written notice without any further obligation. The City may terminate this Agreement immediately for failure to adhere to any of the provisions of this Agreement as determined by the City in its sole discretion. Upon such termination, the Club shall remit to the City all monies due hereunder within fifteen (15) days. 2. For Municipal Purpose: The City may terminate this agreement in the event it determines that the premises are required for any other municipal purposes by giving ninety (90) days written notice of such intended use, following which this Agreement shall terminate in every respect, and both parties shall be relieved of any further obligations hereunder, except resulting from the operation hereof, together with any other monies due in accordance with this Agreement. ARTICLE VI. NOTICE Any notice required or permitted to be given by the provision of this agreement shall be conclusively deemed to have been received by a party hereto on the date it is hand-delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. 1. If to City, addressed to Parks and Recreation Director, P.O. Box 4748, Clearwater, FL 33758. With copy to: City Attorney, P.O. Box 4748, Clearwater, FL 33758. 2. If to Club, addressed to __________________________, Clearwater, FL _______. 9 ARTICLE VII. EFFECTIVE DATE The effective date of this agreement shall be as of the 1st day of JUNE , 2024. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this day of , 2024. Countersigned: CITY OF CLEARWATER, FLORIDA By: Bruce Rector Jennifer Poirrier Mayor City Manager Approved as to form: Attest: Melissa Isabel Rosemarie Call Assistant City Attorney City Clerk Club: By: Printed Name: Chief Executive Officer/President of Club 10 Exhibit A – Club Annual Report of Activities Fiscal Year Dates: Report Due 60 Days After Fiscal Year End: • Number of Clients Served: • Types of Activities/Programs Offered Cost of Service o $ o $ o $ o $ o $ Examples include but are not limited to: • Lessons offered/scheduled • Open House dates/hours • Open Play dates/hours • General/Typical Hours of Operation • Seasonal Club Hours • Major Tournaments Schedule • Number of Members 11 Exhibit B – Club Management Letter Fiscal Year Dates: Report Due 90 Days After Fiscal Year End: • Officers of the Organization President: Phone Number: E-Mail: Vice President: Phone Number: E-Mail: Secretary: Phone Number: E-Mail: Treasurer: Phone Number: E-Mail: • By Laws and/or Rules of the Organization Please attach a separate document to this sheet • Revenue and Expense report. Below is an example: REVENUE EXPENSES Amount Item Amount Item Concessions Advertising/Marketing Donations Awards Fundraisers Concessions Miscellaneous Insurance Registration/Membership/Dues Maintenance 12 Sponsorships Miscellaneous Tournaments Office Supplies Referees/Officials Sanctioning Fees Utilities Total Revenue Total Expenses Total Profit/Loss Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-1128 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 6.6 SUBJECT/RECOMMENDATION: Approve a Purchase Order with Station Square Condominium Association, Inc., of Clearwater FL, for increased building insurance premiums and the 2024 Condo Association owners’ fees in a cumulative not-to-exceed amount of $139,863.42 pursuant to Clearwater Code of Ordinances Section 2.563(1)(d), Non-Competitive purchases, and authorize the appropriate officials to execute same. (consent) SUMMARY: In 2009, the City entered into an agreement with Station Square Condominium Association Inc. (Station Square) to own and operate the first 100 parking spaces in that garage as public parking. Due to this agreement, the City is a member of Station Square. Membership requires the City to pay Condo fees to the association. In 2011, the City entered into a Maintenance Agreement that clarified some of the City’s maintenance responsibilities, and that Agreement renews each year along with the Association’s budget. Each year Station Square passes a budget and the City encumbers funds to pay a share of the assessed fees. In the budget passed for 2024 by Station Square Condominium Association, the City’s share of the assessed fees due are $90,113.52. In addition, Station Square was made aware in early 2023 that their insurance company was canceling coverage. The Association Board conducted a search for a new insurance carrier, resulting in a significant premium increase of $419,000.00. The 2023 Station Square budget was not adequate to cover the increase, hence in June 2023, the Station Square Board voted to approve a special assessment, divided among all the property owners in Station Square. As a property owner in the building, the City’s portion of the new fees was an additional $49,749.90 for a combined total of $139,863.42 owed to Station Square Condo Association Inc. for calendar year 2024. APPROPRIATION CODE AND AMOUNT: To fund this years’ increase, midyear budget amendments will transfer $117,335.04 to 4351333-530330, Parking System Contractual Services, offset by an increase of $117,335.04 of general parking revenue to fund Fiscal Year 2024 Condo Association owners’ fees. The remaining portion of $22,528.38 will be included in the budget for Fiscal Year 2025. 4351333-530300, Contractual Services STRATEGIC PRIORITY: This item includes objectives 1.2, maintaining public infrastructure through systematic management efforts, 1.3, maintaining responsive level of service for a public facility, and 2.1, strengthening public-private initiative with Station Square Page 1 City of Clearwater Printed on 5/14/2024 City of Clearwater Station Square Condominium Association 2024 Budget Account Description 2023 2024 Parking Retail Residential Total Parking Retail Residential Total 25998 Pooled Reserves Liability $189,000.00 $82,600.00 8.09803%2.96573%88.95400%100.01776%$6,688.97 $2,449.69 $73,476.01 $82,614.67 40101 Office Expense $1,200.00 $1,200.00 11.76599%3.36048%84.87352%100.00000%$141.19 $40.33 $1,018.48 $1,200.00 40104 Management Fee $17,304.00 $17,304.00 11.76599%3.36048%84.87352%100.00000%$2,035.99 $581.50 $14,686.51 $17,304.00 40111 Bureau of Condominium Fees $520.00 $520.00 11.76599%3.36048%84.87352%100.00000%$61.18 $17.47 $441.34 $520.00 40119 Fees/Permits/License $700.00 $525.00 11.76599%3.36048%84.87352%100.00000%$61.77 $17.64 $445.59 $525.00 40120 State Corporation Fees $61.25 $61.25 11.76599%3.36048%84.87352%100.00000%$7.21 $2.06 $51.99 $61.25 40126 Professional Fees $20,000.00 $20,000.00 11.76599%0.00000%87.82486%99.59086%$2,353.20 $0.00 $17,564.97 $19,918.17 40127 Bank Charges $640.00 $750.00 11.76599%3.36048%84.87352%100.00000%$88.24 $25.20 $636.55 $750.00 40163 Unit Claims $10,000.00 $10,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $10,000.00 $10,000.00 41200 Building Maintenance/Repairs $63,000.00 $63,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $63,000.00 $63,000.00 41208 Pest Control (Building)$4,000.00 $4,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $4,000.00 $4,000.00 41221 Maintenance Employee Labor $72,800.00 $83,200.00 11.76599%3.36048%84.87352%100.00000%$9,789.31 $2,795.92 $70,614.77 $83,200.00 41233 Generator $3,000.00 $3,000.00 11.76599%3.36048%84.87352%100.00000%$352.98 $100.81 $2,546.21 $3,000.00 41234 Booster Pumps $6,000.00 $6,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $6,000.00 $6,000.00 41242 Fire Safety/Protection $30,000.00 $30,000.00 11.76599%3.36048%84.87352%100.00000%$3,529.80 $1,008.14 $25,462.06 $30,000.00 41243 Janitorial Services $54,000.00 $53,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $53,000.00 $53,000.00 41258 Elevator $17,333.33 $17,333.53 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $17,333.53 $17,333.53 41255 Elevator - Parking $8,666.67 $8,666.77 50.00000%50.00000%0.00000%100.00000%$4,333.38 $4,333.38 $0.00 $8,666.77 41265 Security System $1,000.00 $1,000.00 11.76599%3.36048%84.87352%100.00000%$117.66 $33.60 $848.74 $1,000.00 41283 Gym Maintenance $1,500.00 $1,500.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $1,500.00 $1,500.00 42300 Grounds Maintenance $4,250.00 $4,250.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $4,250.00 $4,250.00 43402 Pool Maintenance $4,800.00 $6,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $6,000.00 $6,000.00 44503 Electricity $65,000.00 $78,000.00 11.76599%3.36048%84.87352%100.00000%$9,177.47 $2,621.18 $66,201.35 $78,000.00 44505 Cable TV & Internet Service $95,350.00 $96,000.00 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $96,000.00 $96,000.00 44502 Trash Collection $22,001.52 $22,001.52 11.76599%3.36048%84.87352%100.00000%$2,588.70 $739.36 $18,673.47 $22,001.52 44509 Water, Sewer $200,498.48 $211,998.48 0.00000%0.00000%100.00000%100.00000%$0.00 $0.00 $211,998.48 $211,998.48 44524 Telephone $4,100.00 $4,100.00 11.76599%3.36048%84.87352%100.00000%$482.41 $137.78 $3,479.81 $4,100.00 45600 Insurance Premiums $180,000.00 $400,000.00 11.76599%3.36048%84.87352%100.00000%$47,063.97 $13,441.93 $339,494.10 $400,000.00 Totals $1,076,725.25 $1,226,010.55 Parking Area Unit Budget $88,873.44 $28,346.00 $1,108,723.95 $1,225,943.39 1 Single Unit Maintenance Budget $1,240.08 $90,113.52 Special Assessment Insurance Parking Area Unit $49,299.54 Special Assessment Insurance Single Unit $450.36 Budgets Allocation of 2024 Allocation of 2024 2024 Proposed Budget STATION SQUARE CONDOMINIUM ASSOCIATION, INC. 2024 - Proposed Budget Budget Version: 1 Payments per Year: 12 Date Created: 2023-09-12 15:44:26 Date Updated: 2023-10-30 08:38:11 Additional Income FY 2023 FY 2024 Account Annual Budget Annual Budget % Inc Monthly 33001 - Interest Earned Reserve 0.00 110,000.00 9,166.67 33001 - Interest Earned Reserve 0.00 0.00 0.00 34914 - Late Charge Payment 0.00 0.00 0.00 Subtotals 0.00 110,000.00 N/A 9,166.67 ADDITIONAL INCOME TOTALS 0.00 110,000.00 N/A 9,166.67 Operating Budget FY 2023 FY 2024 Account Annual Budget Annual Budget % Inc Monthly ADMINISTRATION 40101 - Office Expense 1,200.00 1,200.00 0.0 %100.00 40102 - Legal 0.00 0.00 0.00 40104 - Management Fee 17,304.00 17,304.00 0.0 %1,442.00 40111 - Bureau of Condominium Fees 520.00 520.00 0.0 %43.33 Station Square Page 1 of 8 FY 2023 FY 2024 Account Annual Budget Annual Budget % Inc Monthly 40119 - Fees/Permits/License 700.00 525.00 -25.0 %43.75 40120 - State Corporation Fees 61.25 61.25 0.0 %5.10 40126 - Professional Fees 20,000.00 20,000.00 0.0 %1,666.67 40127 - Bank Charges 640.00 750.00 17.2 %62.50 40146 - Reimburse - Maint Fees 0.00 0.00 0.00 40163 - Unit Claims 10,000.00 10,000.00 0.0 %833.33 Subtotals 50,425.25 50,360.25 -0.1 %4,196.69 BUILDING MAINTENANCE 41200 - Building Maintenance/Repairs 63,000.00 63,000.00 0.0 %5,250.00 41208 - Pest Control (Building)4,000.00 4,000.00 0.0 %333.33 41221 - Maintenance Employee Labor 72,800.00 83,200.00 14.3 %6,933.33 41233 - Generator 3,000.00 3,000.00 0.0 %250.00 41234 - Booster Pumps 6,000.00 6,000.00 0.0 %500.00 41242 - Fire Safety/Protection 30,000.00 30,000.00 0.0 %2,500.00 41243 - Janitorial Services 54,000.00 53,000.00 -1.9 %4,416.67 41258 - Elevator 26,000.00 26,000.30 0.0 %2,166.69 41265 - Security System 1,000.00 1,000.00 0.0 %83.33 41283 - Gym Maintenance 1,500.00 1,500.00 0.0 %125.00 Subtotals 261,300.00 270,700.30 3.6 %22,558.36 GROUNDS MAINTENANCE 42300 - Grounds Maintenance 4,250.00 4,250.00 0.0 %354.17 Subtotals 4,250.00 4,250.00 0.0 %354.17 SHARED FACILITY MAINTENANCE 43402 - Pool Maintenance 4,800.00 6,000.00 25.0 %500.00 Station Square Page 2 of 8 FY 2023 FY 2024 Account Annual Budget Annual Budget % Inc Monthly Subtotals 4,800.00 6,000.00 25.0 %500.00 UTILITIES 44503 - Electricity 65,000.00 78,000.00 20.0 %6,500.00 44505 - Cable TV & Internet Service 95,350.00 96,000.00 0.7 %8,000.00 44507 - Water,Sewer,Trash 222,500.00 234,000.00 5.2 %19,500.00 44524 - Telephone 4,100.00 4,100.00 0.0 %341.67 Subtotals 386,950.00 412,100.00 6.5 %34,341.67 INSURANCE 45600 - Insurance Premiums 180,000.00 400,000.00 122.2 %33,333.33 Subtotals 180,000.00 400,000.00 122.2 %33,333.33 OPERATING TOTALS 887,725.25 1,143,410.55 28.8 %95,284.21 Station Square Page 3 of 8 Reserve Bank Information GL Account FY 2023 Budget Balance at 6-months FY 2023 Estimate Amount Adjustment FY 2023 End Est.Notes 25850 - Roofing Reserve Liability 0.00 52,473.66 52,473.66 0.00 52,473.66 25851 - Paving Reserve Liability 0.00 6,078.21 6,078.21 0.00 6,078.21 25853 - Insurance Liability 0.00 0.01 0.01 0.00 0.01 25856 - Deferred Maint/Repair Liability 0.00 0.00 0.00 0.00 0.00 25864 - Elevator Liability 0.00 15,351.29 15,351.29 0.00 15,351.29 25889 - Heat/Air Conditioner Liability 0.00 26,045.18 26,045.18 0.00 26,045.18 25895 - Audit or Prof Fees Liability 0.00 6,295.59 6,295.59 0.00 6,295.59 25910 - Security System Liability 0.00 35,729.35 35,729.35 0.00 35,729.35 25918 - Pool Site Liability 0.00 8,982.48 8,982.48 0.00 8,982.48 25921 - Developer Fund 0.00 79,084.76 79,084.76 0.00 79,084.76 25922 - Furniture Liability 0.00 10,949.21 10,949.21 0.00 10,949.21 25923 - Fire Protection Systems Liability 0.00 16,387.91 16,387.91 0.00 16,387.91 25924 - Fitness Equipment Liability 0.00 0.00 0.00 0.00 0.00 25925 - Generator Liability 0.00 12,809.54 12,809.54 0.00 12,809.54 25926 - Booster Pump Liability 0.00 12,724.64 12,724.64 0.00 12,724.64 25927 - Parking Elevator Liability 0.00 7,663.43 7,663.43 0.00 7,663.43 25998 - Pooled Reserves Liability 189,000.00 1,142,927.51 1,237,427.51 0.00 1,237,427.51 Totals:189,000.00 1,528,002.77 Station Square Page 4 of 8 Reserve Assets Information Summary Acct Detail Units Life Years Target Reserve Next FY Next FY Group Exp Left Price Available Budget Alt Budget 25853 - Insurance Liability Insurance-All policies Insurance-All policies 1.00 1 0 0.00 0.00 0.00 0.00 25921 - Developer Fund Developer Fund Developer Fund 1.00 1 0 0.00 0.00 0.00 0.00 25998 - Pooled Reserves Liability Pooled Reserves Pooled Reserves 1.00 1 0 0.00 0.00 96,453.58 96,453.58 Audit-CPA Fees Audit-CPA fees 1.00 1 0 0.00 0.00 0.00 0.00 Common Elements AC Units Roof units and PTach Units 1.00 20 6 124,677.32 124,677.32 0.00 0.00 Deferred Maintenance Deferred Maintenance 1.00 1 0 0.00 0.00 0.00 0.00 Domestic Water Booster Pump Equip Domestic Water Booster Pump Equip 1.00 15 0 52,606.53 52,606.53 0.00 0.00 Fire Suppression-Monitoring-Alarm Equip Fire Suppression-Monitoring-Alarm Equip 1.00 24 10 126,832.31 0.00 12,683.23 12,683.23 Flat Roof Entire Building 1.00 20 2 475,570.35 475,570.35 0.00 0.00 Garage and Sidewalks Garage and Sidewalks and Pavers 1.00 15 6 374,559.15 102,068.99 45,415.03 45,415.03 Station Square Page 5 of 8 Reserve Assets Information Summary Acct Detail Units Life Years Target Reserve Next FY Next FY Group Exp Left Price Available Budget Alt Budget Garage Elevator Garage Elevator 1.00 35 20 92,067.92 0.00 4,603.40 4,603.40 Generator equipment Generator equipment 1.00 35 15 53,495.59 0.00 3,566.37 3,566.37 Gym equipment Gym Equipment 1.00 15 0 34,486.60 34,486.60 0.00 0.00 Lobbies and Club Room Lobbies and Club Room 1.00 15 0 99,367.03 99,367.03 0.00 0.00 Lobby Main Elevators Lobby Main Elevator 1.00 35 20 597,567.87 0.00 29,878.39 29,878.39 Paint Entire Building Paint Entire Building 1.00 10 1 254,427.51 254,427.51 0.00 0.00 Pool Site Pool resurface and Pool Equipment 1.00 15 0 35,771.73 35,771.73 0.00 0.00 Security System Security Survelliance Equipment 1.00 15 0 58,451.45 58,451.45 0.00 0.00 Station Square Page 6 of 8 Reserve Budget FY 2023 FY 2024 Account Annual Budget Annual Budget % Inc Monthly 25998 - Pooled Reserves Liability 189,000.00 192,600.00 1.9 %16,050.00 RESERVE TOTALS 189,000.00 192,600.00 1.9 %16,050.00 BUDGET TOTALS 1,076,725.25 1,226,010.55 13.9 %102,167.55 Station Square Page 7 of8 2024 2024 Monthly Maintenance Fees BUDGET BUDGET 2023 FULLY FUNDED TOTAL Annual Unit Owning:Unit Numbers Owned Units PRE CABLE Cable Internet RESERVES Check %Assesment 0.3837755%609 1 349.94$ 325.56$ 63.49 $389.05 0.3837755%4,669.00$ 0.5417423%1008 1 468.03$ 459.56$ 63.49 $523.05 0.5417423%6,277.00$ 0.5417424%708,808,1108,1208,1308 5 468.03$ 459.56$ 63.49 $523.05 2.7087120%31,383.00$ 0.5422409%908 1 468.40$ 459.98$ 63.49 $523.47 0.5422409%6,282.00$ 0.5694733%701,801,901,1001,1101,1201,1301 7 488.76$ 483.08$ 63.49 $546.57 3.9863131%45,912.00$ 0.5843291%603,703,803,903,1003,1103,1203,1303 8 499.86$ 495.68$ 63.49 $559.17 4.6746328%53,680.00$ 0.5877954%612,712,912,1012,1112,1212,1312 7 502.46$ 498.62$ 63.49 $562.11 4.1145678%47,217.00$ 0.5877955%812 1 502.46$ 498.62$ 63.49 $562.11 0.5877955%6,745.00$ 0.6080984%714,814,914,1014,1114,1214,1314 7 517.63$ 515.85$ 63.49 $579.34 4.2566888%48,665.00$ 0.6298869%707,807,907,1007,1107,1207,1307 7 533.92$ 534.33$ 63.49 $597.82 4.4092083%50,217.00$ 0.6363245%607 1 538.73$ 539.79$ 63.49 $603.28 0.6363245%7,239.00$ 0.6972334%608 1 584.26$ 591.46$ 63.49 $654.95 0.6972334%7,859.00$ 0.7021853%605,705,805,905,1005,1105,1205,1305 8 587.97$ 595.66$ 63.49 $659.15 5.6174824%63,278.00$ 0.7229834%709,809,909,1009,1109,1209,1309 7 603.51$ 613.30$ 63.49 $676.79 5.0608838%56,850.00$ 0.7309066%702,802,902,1002,1102,1202,1302,7 609.44$ 620.03$ 63.49 $683.52 5.1163462%57,416.00$ 0.7348681%602 1 612.40$ 623.39$ 63.49 $686.88 0.7348681%8,243.00$ 0.7373441%610,710,810,910,1010,1110,1210,1310 8 614.25$ 625.49$ 63.49 $688.98 5.8987528%66,142.00$ 0.7398200%606,706,806,906,1006,1106,1206,1306 8 616.10$ 627.59$ 63.49 $691.08 5.9185600%66,344.00$ 0.7630942%613,713,813,913,1013,1113,1213,1313 8 633.50$ 647.33$ 63.49 $710.82 6.1047536%68,239.00$ 0.8101376%604,704,804,904,1004,1104,1204,1304 8 668.66$ 687.24$ 63.49 $750.73 6.4811008%72,070.00$ 0.9037293%611 1 738.63$ 766.63$ 63.49 $830.12 0.9037293%9,961.00$ 0.9190803%711,811,911,1011,1111,1211,1311 7 750.10$ 779.65$ 63.49 $843.14 6.4335621%70,824.00$ 1.0235663%1402,1502 2 828.21$ 868.29$ 63.49 $931.78 2.0471326%22,363.00$ 1.0800154%1507 1 870.41$ 916.17$ 63.49 $979.66 1.0800154%11,756.00$ 1.0800184%1407 1 870.41$ 916.18$ 63.49 $979.67 1.0800184%11,756.00$ 1.1686582%1403,1503 2 936.67$ 991.37$ 63.49 $1,054.86 2.3373164%25,317.00$ 1.2092641%1401,1501 2 967.02$ 1,025.81$ 63.49 $1,089.30 2.4185282%26,143.00$ 1.2647258%1405,1505 2 1,008.48$ 1,072.86$ 63.49 $1,136.35 2.5294516%27,272.00$ 1.2676970%1408,1508 2 1,010.70$ 1,075.38$ 63.49 $1,138.87 2.5353940%27,333.00$ 1.2771057%1406,1506 2 1,017.74$ 1,083.36$ 63.49 $1,146.85 2.5542114%27,524.00$ 1.3989234%1404,1504 2 1,108.80$ 1,186.70$ 63.49 $1,250.19 2.7978468%30,005.00$ 2.3704944%101 1 1,772.02$ 2,010.88$ 0 $2,010.88 2.3704944%24,131.00$ 2.3184990%102 1 1,733.15$ 1,966.77$ 0 $1,966.77 2.3184990%23,601.00$ 0.1218178%Parking Unit 1 91.06$ 103.34$ 0 $103.34 0.1218178%1,240.00$ City of Clearwater Parking Section 84,340.00$ $9,337.85 112,054.24$ 129 1,076,725.00$ 100.0000000%1,226,007.24$ Page 8 of 8 Assessment Allocation to Units STATION SQUARE CONDOMINIUM ASSOCIATION, INC. 628 CLEVELAND STREET CLEARWATER, FLORIDA 33755 01 APRIL 2024 RE: CITY OF CLEARWATER/STATION SQUARE COA, INC.-2023-2024 ASSESSMENT SUMMARY TO: Jeremy Alleshouse-City of Clearwater Parking Mgr. Sue Tellier-City of Clearwater-Public Works Dept. Below is the summary of the re-calculated 2024 budgetary assessment amount- monthly/annually- along with outstanding 2023 special assessment amount due for the insurance special assessment as well as the regular parking spot assessment payment: 1-RE-CALCULATED 2024 BUDGET AMOUNT: $88,873.44/ANNUAL $7406.12/MTH CURRENT AMOUNT AS OF APRIL 1ST, 2024: $29,624.48 COUPON BOOKS WILL BE ORDERED FOR THE ABOVE MONTHLY ASSESSMENT AMOUNT MOVING FORWARD MAY-DEC2024 PAYMENTS. COUPON BOOK SHOULD ARRIVE BEFORE MAY 1ST, 2024. 2-SPECIAL ASSESSMENT FOR INSURANCE AMOUNT OUTSTANDING FROM 2023: CURRENT AMOUNT DUE AS OF APRIL 1ST, 2024: $49,299.54 SEE LEDGER ATTACHED ALSO FOR THIS AMOUNT REFLECTED. 3-SECONDARY PARKING ASSESSMENT CURRENT AMOUNT DUE: CURRENT AMOUNT DUE AS OF APRIL 1ST, 2024: $863.72 BREAKDOWN: 2024 BUDGET AMOUNT: $103.34/MTH/TO DATE TOTAL $413.36 PLUS THE 2023 SPECIAL ASSESSMENT FOR INSURANCE: $450.36 I have attached a two ledger statements-which reflect accurately for the 2023 special assessment balance and the smaller parking spot balance. The ledger for the larger payment/balance will be adjusted for the new 2024 calculations and re-stated. Kindest Regards- Stephany Charpentier, LCAM For Frankly Coastal Property Mgmt and the Station Square COA, Inc. Board of Directors Jan-Dec Condo/Mtc Fees Revenue Net Loss 2023 $85,432 $18,699 ($66,733) 2022 $72,717 $15,587 ($57,130) 2021 $67,697 $16,737 ($50,960) 2020 $67,138 $16,006 ($51,132) 2019 $61,898 $21,964 ($39,934) TOTAL $354,881 $88,993 ($265,888) NOTE: April 2023: City of Clearwater Parking System did not pay the $49,750 (their portion of $419,000 price increase for insurance premiums). STATION SQUARE NET INCOME REPORT STATION SQUARE CONDOMINIUM ASSOCIATION, INC. NOTICE OF BOARD OF DIRECTORS MEETING TO APPROVE A SPECIAL ASSESSMENT DATE: 07 JUNE 2023 TIME: 6:30PM PLACE: IN-PERSON AT THE 6TH FLOOR CLUBROOM AND VIA ZOOM VIRTUAL (SEE BELOW MEETING ACCESS DETAILS) Join Zoom Meeting https://us02web.zoom.us/j/89639538520 Meeting ID: 896 3953 8520 Passcode: 058061 Dial by phone: +1 305 224 1968 AGENDA ITEMS: 1-CALL TO ORDER 2-ESTABLISH BOARD QUORUM 3-DISPOSAL OF PREVIOUS BOARD MEETING MINUTES DATED: 26 APRIL 2023 4-DISCUSS AND APPROVE A SPECIAL ASSESSMENT FOR INSURANCE RENEWAL PREMIUM SHORTFALLS FOR 2023-24 AND TO PRE-FUND THE RENEWAL DOWN PAYMENT FOR APRIL 2024/25 RENEWALS. THE TOTAL AMOUNT OF SPECIAL ASSESSMENT WILL BE $419,000.00 DIVIDED PER UNIT BY THE UNIT BREAKDOWN PERCENTAGES DELINEATED IN THE GOVERNING DOCUMENTS FOR STATION SQUARE COA, INC. THE AMOUNT PER UNIT MAY BE MADE PAYABLE IN ONE LUMP SUM OR MAY BE DIVIDED INTO THE SIX MONTHLY PAYMENTS DELINEATED BELOW WITH PAYMENTS BEING DUE: JULY 1ST, AUGUST 1ST, SEPTEMBER 1ST, OCTOBER 1ST, NOVEMBER 1ST AND DECEMBER 1ST, 2023-PLEASE SEE BELOW EXCEL BREAKDOWN OF UNIT PAYMENTS DUE. 5- OPEN AGENDA ITEMS/OWNER COMMENTS 6- MEETING ADJOURNMENT Unit Numbers Units Included Assessment unit % Assessment Aggregate- Unit percentage Per Unit Assessment 6 Payments 609 1 0.3837755% $1,418.82 $1,418.82 $236.47 1008 1 0.5417423% $2,002.82 $2,002.82 $333.80 708,808,1108,1208,1308 5 2.7087120% $10,014.12 $2,002.82 $333.80 908 1 0.5422409% $2,004.67 $2,004.67 $334.11 701,801,901,1001,1101,1201,1301 7 3.9863131% $14,737.42 $2,105.35 $350.89 603,703,803,903,1003,1103,1203,1303 8 4.6746328% $17,282.14 $2,160.27 $360.04 612,712,912,1012,1112,1212,1312 7 4.1145678% $15,211.58 $2,173.08 $362.18 812 1 0.5877955% $2,173.08 $2,173.08 $362.18 714,814,914,1014,1114,1214,1314 7 4.2566888% $15,737.00 $2,248.14 $374.69 707,807,907,1007,1107,1207,1307 7 4.4092083% $16,300.86 $2,328.69 $388.12 607 1 0.6363245% $2,352.49 $2,352.49 $392.08 608 1 0.6972334% $2,577.68 $2,577.68 $429.61 605,705,805,905,1005,1105,1205,1305 8 5.6174824% $20,767.86 $2,595.98 $432.66 709,809,909,1009,1109,1209,1309 7 5.0608838% $18,710.11 $2,672.87 $445.48 702,802,902,1002,1102,1202,1302, 7 5.1163462% $18,915.16 $2,702.17 $450.36 602 1 0.7348681% $2,716.81 $2,716.81 $452.80 610,710,810,910,1010,1110,1210,1310 8 5.8987528% $21,807.72 $2,725.96 $454.33 606,706,806,906,1006,1106,1206,1306 8 5.9185600% $21,880.95 $2,735.12 $455.85 613,713,813,913,1013,1113,1213,1313 8 6.1047536% $22,569.30 $2,821.16 $470.19 604,704,804,904,1004,1104,1204,1304 8 6.4811008% $23,960.66 $2,995.08 $499.18 611 1 0.9037293% $3,341.09 $3,341.09 $556.85 711,811,911,1011,1111,1211,1311 7 6.4335621% $23,784.91 $3,397.84 $566.31 1402,1502 2 2.0471326% $7,568.26 $3,784.13 $630.69 1507 1 1.0800154% $3,992.82 $3,992.82 $665.47 1407 1 1.0800184% $3,992.83 $3,992.83 $665.47 1403,1503 2 2.3373164% $8,641.07 $4,320.54 $720.09 1401,1501 2 2.4185282% $8,941.31 $4,470.66 $745.11 1405,1505 2 2.5294516% $9,351.39 $4,675.70 $779.28 1408,1508 2 2.5353940% $9,373.36 $4,686.68 $781.11 1406,1506 2 2.5542114% $9,442.93 $4,721.47 $786.91 1404,1504 2 2.7978468% $10,343.65 $5,171.83 $861.97 101 1 2.3704944% $8,763.73 $8,763.73 $1,460.62 102 1 2.3184990% $8,571.50 $8,571.50 $1,428.58 Parking Unit 1 0.1218178% $450.36 $450.36 $75.06 City Assessment 1 $49,299.51 $49,299.51 $8,216.59 MAINTENANCE AGREEMENT This Agreement is made and entered into as of the 13th day of March 2009 by and between Station Square Clearwater Condo LLC Condo Station Square Condominium Association Inc Association and the City of Clearwater Florida City WHEREAS Condo is the developer and seller of condominium units contained in Station Square Condominiums located in Clearwater Pinellas County Florida and WHEREAS Station Square Condominium consists of residential condominiums retail condominiums and a parking condominium unit together with ninetynine 99 limited common elements appurtenant to the parking unit which parking unit and limited common elements consist of one hundred 100 public parking spaces collectively the Parking Spaces and WHEREAS the City is the purchaserowner of the Parking Spaces pursuant to a Contract for Purchase and Sale between Condo and the City and WHEREAS the Parking Spaces are contained on the first two levels of the parking garage contained within Station Square Condominiums as reflected in the plot plan of the Declaration of Condominium of Station Square Condominiums and WHEREAS the parties desire to clarify the maintenance responsibilities ofthe City and the Association as they relate to the one parking condominium unit owned by the City and the 99 limited common elements appurtenant thereto Now therefore in consideration ofthe mutual promises and covenants hereinafter contained the parties agree as follows 1 Recitals The recitals contained hereinabove are true and accurate and are incorporated herein as if fully set forth herein 2 Maintenance Responsibilities and Budget Supplemental to the maintenance responsibilities as provided for in the Declaration ofCondominium as amended the maintenance responsibilities ofthe City and the Association for the one parking condominium unit the 99 limited common elements related thereto and the Citys portion of maintenance of the general common elements ofthe condominium shall be as provided for by the terms of this Agreement The parties agree that for the first calendar year of operation ie from January 1 2009 or date the City takes title to the Parking Spaces whichever is later through December 31 2009 shall be as follows a In addition to maintenance of the common elements as set forth in Exhibit A attached hereto and incorporated herein the Association shall be responsible for all of the general maintenance associated with the one parking unit and the 99 limited common elements appurtenant thereto the Parking Spaces including utilities electrical systems fire prevention and monitoring ventilation stairwell doors and hardware elevators maintenance generator systems and daily maintenance as more particularly described in Exhibit Battached hereto and incorporated herein b Within the Parking Spaces the City shall be responsible for public parkingdirectional signage and markings upkeep and maintenance ofPay Stations ballards directional mirrors and restripingofthe parking spaces if necessary Additionally the City shall pay for electrical service to its Pay Stations c The Citys obligation for its share ofthe common expenses associated with maintenance ofthe common elements and limited common elements as provided for above shall be as set forth on the budget attached hereto as Exhibit A d The Association budget may be amended at the annual meeting ofthe Association or any special meeting called for the purpose ofamending the budget upon proper notice to all condominium unit owners 3 Binding Effect This agreement shall be binding upon the parties their successors and assigns 4 Counterparts This document may be signed in counterparts The remainder ofthis page intentionally left blank STATION SQUARE CLEARWATER CONDO LLC a Florida limited liability company By A Ye kel Frankel Manager CITY OF CLEARWATER FLORIDA Attest By William B Horne II City STATION SQUARE CONDOMINIUM ASSOCIATION INC a Florida corporation ByMenashe Frankel President aka Mark Frankel 04 1 EIA Cyn is E Goudeau City lerk Manager Appr ved As To Form Laura L Mahon Assistant y Attorney STATE OF FLORIDDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this a day of 2009 by Yeheskel Frankel Manager of Station Square Clearwater LLC a Florida limited liability company on behalf ofthe company who is personally known to me or who produced as identification toggles HANI E AHALLSTEP rp Commp DD0421350 NO ubllc Fxpima4 21200 My commission expires fiwflNOiAjjNqj SEAL STATION SQUARE CLEARWATER CONDO LLC a Florida limited liability company By Yeheskel Frankel Manager CITY OF CLEARWATER FLORIDA By Earl Barrett RealNst4teServices Coordinator STATE OF FLORIDA COUNTY OF PINELLAS STATION SQUARE CONDOMINIUM ASSOCIATION INC a Florida corporation By Menashe Frankel President aka Mark Frankel The foregoing instrument was acknowledged before me this day of 2009 by Yeheskel Frankel Manager of Station Square Clearwater LLC a Florida limited liability company on behalf ofthe company who is personally known to meor who produccd as identification Notary Public My commission expires SEAL 1PW STATE OF COUNTY OF RBMEEAS UJQ1 rILTheforegoinginstrumentwasacknowledgedbeforemethisday of wdcov 2009 by Menashe Frankel President ofStation Square Condominium Association Inc a Florida corporation on behalf of the corporation who is personally known to me or who produced CHANA B GLEIBERMAN mnission 2378778 utiic State of New JerseyyCommissionExpiresiovember072013 STATE OF FLORIDA COUNTY OF PINELLAS as identifi ion INot ublic My commission expires SEAL CHANA B GLEIBERMANCommission2379778NotaryPublicStateofNewJerseyMYCommissionExpiresNovember072013 The foregoing instrument was acknowledged before me this 13 th day of March 2009 by WilliamB Horne 11 City Manager Of the City ofClearwater Florida on behalf of the City g who is personally known to meor who produced as identification 3k Notary Public atalina efft My commission expires 04182010 SEAL Notary Public State of FWida F Catalina M Tefft My Comrnissim DDS28028Ei01Jaxpres4182010 STATION SQUARE CONDOMINIUM ASSOCIATION PROPOSED ANNUAL BUDGET ANNUAL EXPENSES PARKING TOTAL Maintenance Repair 19200GeneralMaintenance20280BuildingCleaning9960WindowCleaning1200BoosterPumps4944200GroundsMaintenance2121800Generator7204Pool900ExerciseEquipment20011Exterminating200 Elevator Maintenance Tower 800 Elevator Maintenance RetailParking 2400 800 Fire Alarm Monitoring 106 74040 Maintenance Salaries 4793 12 000 Fire Equipment 1412 2 400SecurityEquipment282 145 960 Total Maintenance Repair 9700 Utilities 4 518 38400Electricity54000WaterSewer4125112000Trash353000Telephone99600PoolGas26112 Cable TV 6 283 143112TetalUtilities Administrative 106 900LegalAccounting0FinancialReport Miscellaneous Administrative 1059 Fees Payable to Division 61 516516 980136Insurance16117600FeesLicensesPermits7176020ManagementFee2443 Total Administrative 19856 16 TOTAL OPERATING EXPENSE 35838 467848 Exhibit A page 12 RESERVES Painting Rooing Paving Security Equipment Pool Fitness Equipment Booster Pump Generator FurniturelFixtures Elevators Tower Elevators RetailParking HVAG Fire Safety Systems TOTAL RESERVES EXPENSE ANNUAL TOTAL OPERATING DESERVE 2420 20568 959 8148 0 627 5328 3468 672 2004 236 2004 8196 2400 600 1200 8268 490 4164 6331 66420 41170 524268 Exhibit A page 22 Exhibit B Station Square Condominium Association General Maintenance Responsibilities Utilities Electric Water Sewer Garbage and Telephone Maintenance Replacement of lamps or bulbs Replacement or repair of electrical fixtures Replacement or repair ofthe general electrical system Replacement or repair of fire extinguishers Replacement or repair ofthe fire standpipe alarm monitoring system Replacement or repair ofthe ventilation system Replacement or repair of stairwell doors and hardware Replacement or repair of elevator service routine preventive maintenance Replacement or repair of generator systemservice Routine Vacuum Power sweeping as needed Routine Power Pressure washing as needed Daily Maintenance Sweeping and general maintenance oftrash and debris in garage and all stairwells Cleaning elevator cab and foyer areas Empty clean trash receptacles to be installed by developer ACCESS AGREEMENT This Agreement is made and entered into as of the 13thday of March , 2009, by and between Station Square Clearwater Condo, LLC ("Condo'), Station Square Condominium Association, Inc. ("Association"), and the City of Clearwater Florida City") WHEREAS, Condo is the developer and seller of condominium units contained in Station Square Condominiums, located in Clearwater, Pinellas County, Florida; and WHEREAS, Station Square Condominiums consist of residential condominiums, retail condominiums and a parking condominium, together with ninety-nine (99) limited common elements appurtenant to the parking unit, which parking unit and limited common elements consist of one hundred (100) public parking spaces (collectively the Parking Spaces"); and WHEREAS, the City is the purchaser/owner of the Parking Spaces, pursuant to a contract for purchase and sale between Condo and the City; and WHEREAS, the Parking Spaces are contained on the first two levels of the parking garage contained within Station Square Condominiums; and WHEREAS, the City and Condo wish to memorialize the general public access to the Parking Spaces through various portions of the limited common elements at certain times and through certain locations as hereinafter described; and WHEREAS, the Declaration of Condominium requires general public access and Condo and the Association are agreeable to providing for general public access to the Parking Spaces as hereinafter set forth. Now, therefore, in consideration of the mutual promises and covenants hereinafter contained, the parties agree as follows. 1. Recitals. The recitals contained hereinabove are true and accurate and are incorporated herein as if fully set forth herein. 2. Access locations. The City, as purchaser/owner of the Parking Spaces is entitled to access to the first two levels of parking, which contain the Parking Spaces through various locations around portions ofthe exterior of the building of Station Square Condominiums. Specifically, there is a stairway access located in the northeast corner of the project (hereinafter referred to as the "Northeast Access"); access doors located approximately halfway along the east side of the building (the "East Access"); and the main entrance to the building located on the south side of the building, facing Cleveland Street, (hereinafter known as the "South Access"). Further, immediately after entering the building through the East Access, there is located on the right hand wall, an access from the foyer area of the East Access a set of doors directly into level one of the parking garage (hereinafter described as the "Direct Access"). 3. Hours of Access. The general public shall have 24 hour access, seven days a week, through the East Access and the Direct Access to the Parking Spaces, subject to restrictions hereinafter contained. The general public shall have access to the building from 7 A.M. through 2 A.M. the building through the South Access and the Northeast Access. Further, the general public shall have access to the Parking Spaces after entering through the South Access and continuing in a northerly direction through the hallway leading to the parking garage and the public elevator located between the South Access and the entrance to the parking garage. Access to and use of the second level of public parking of the Parking Spaces shall be 24 hour access seven days a week through the Northeast Access only, with all other access closed at 2 A.M. on everyday of the week. Additionally, with regards to the East Access, all other doors located in the foyer area upon entry through the East Access, other than the Direct Access doors, shall be locked at Condos and the Associations discretion. 4. Maintenance Cost. Maintenance of all access areas shall be paid for by the Association as common elements, subject to the requirements of the Declaration of Condominium for Station Square Condominiums, as amended, in pursuant to that separate maintenance agreement of even date herewith. Not withstanding the foregoing maintenance provisions, the City shall be responsible for the cost of preparation and posting of such signs as the City may install and display as provided for in the Rules and Regulations with regard to location and utilization of the public spaces, including, but not limited to, signs notifying the general public that the second parking level shall be closed to utilization after 2 A.M. each day. 5. Binding Effect. This agreement shall be binding upon the parties, their successors and the signs. 6. Enforcement and Attorney Fees. In the event it becomes necessary for either party to enforce this agreement through the initiation of legal proceedings, the prevailing party in said proceedings shall be entitled to reimbursement of its court cost and a reasonable Attorney Fee from the defaulting party. 7. Counter arts. This document may be signed in counterparts. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. STATION SQUARE CLEARWATER CONDO, LLC, a Florida limited liability company D By: Ye skel Frankel, Manager CITY OF CLEARWATER, FLORIDA By:_ k?_ ?. ? .` Print Name: ERXPPM William B. Title: By: STATION SQUARE CONDOMINIUM ASSOCIATION, a Florida Corporation. Menashe Frankel, President a/kla Mark Frankel Attest: Cyn is E. Goudea Horne IT Cit Jerk City Manager fftUOFfyfA. App oved As To Form: t% '?, "Q met Laura L. Ma on' Assistan i y Attorney STATE OF FLORIDA: COUNTY OF PINELLAS: 'e ITE The foregoing instrument was acknowledged before me this day of k2j?„.?,L 2009, by Yeheskel Frankel, Manager, of Station Square Clearwater, LLC, a Florida limited liability company, on behalf of the company, ( ) who is personally known to me or W who produced L S as identification. p..nu ............. ..n... c STEPHANIE A. WALL CWWO 3W EXPiM 4221r2o"Notary P blic gonad 1hdY (000)4324254: aN' p, orm% NM A-- W M commission expires: SEAL)i . STATION SQUARE CLEARWATER CONDO, LLC, a Florida limited liability company By: Yeheskel Frankel, Manager CITY OF CLEARWATER, FLORIDA By: Print Name: Earl Title: Real Estate Services Coordinator STATE OF FLORIDA: COUNTY OF PINELLAS: STATION SQUARE CONDOMINIUM ASSOCIAJION, a Florida Corporation. By: ___ L:::: Menashe Frankel, President a/k/a Mark Frankel The foregoing instrument was acknowledged before me this 13th March , 2009, by -William B. Horne, II, City Manager 0E...Clearwat-er.,---Florida., on..._b..eha.lf.. o_f.. the ..City..,.-- who is personally known to me or ( ) who produced identification. day of of the City as 3,6L'? .41-"- Not Public a Tina H. fe, My commission expires: 04 / 18 / 2010 SEAL) Natsry Public State of Florida CAtalins H 7eHt My Commission DD828028 w a Expires OO W010 ow3lSTATEOFFes: COUNTY OF PI;ELLAS: 0 Lxb-" . UThe foregoing instrument was acknowledged before me this Z day of rC , 2009, by Menashe Frankel, President of Station Square Condominium Association, Inc., a Florida corporation, on behalf of the corporation, ( ) who is personally known to me or ( ) who produced as identification. r? CHANA B GLEIBERMAN Commission M 2379778 Notary Public, State of New Jersey My Commission Expires November 07, 2013 Notary Public ?- My commission expires: SEAL) STATE OF FLORIDA: COUNTY OF PINELLAS: The foregoing instrument was acknowledged before me this day of 2009, by Earl Barrett, Real Estate Services Coordinator of the City of Clearwater, Florida, on behalf of the City, ( ) who is personally known to me or ( ) who produced as identification. Notary Public My commission expires: SEAL) Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0538 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 6.7 SUBJECT/RECOMMENDATION: Approve a purchase order to Millenium Products, Inc. of Saint Petersburg, FL for two Wanco Small-Size Solar Surveillance Camera Trailers in the amount of $108,344.56, pursuant to Clearwater Code of Ordinances Section 2.563 (1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY: The design of a stormwater management system is based upon several factors, including but not limited to topography and historical rainfall data. Using data pertinent to the stormwater management system design, engineers calculate stormwater flows, and design systems to convey those flows to areas where lives and property are safeguarded. Over time as subsequent modifications occur to the stormwater basin, stormwater flows are modified and redirected as development occurs and land uses change. It is well known that even the best stormwater management system design is not able to predict with certainty, the impacts and behavior of stormwater for every storm because of widely varying degrees of a given storm’s intensity and duration. The purchase and strategic deployment of these remote surveillance camera systems will allow staff to monitor and record stormwater impacts as they occur and use their observations to better understand the stormwater system’s performance and make better-understood recommendations for maintenance or improvements to the system. Authorization to piggyback GS-07F-0031W, Surveillance Equipment, Light Towers, Traffic Safety Equipment valid through October 4, 2024, is requested for the purchase of two Wanco Small-Size Solar Camera Trailers totaling $108,344.56. APPROPRIATION CODE AND AMOUNT: 3197319-591000-C1908 $108,344.56 Funds are available in Capital Improvement Project 319-C1908, Stormwater Vehicles & Equipment, to fund this purchase order. STRATEGIC PRIORITY: Adopt responsive levels of service for public facilities and amenities, and identify resources required to sustain that level of service. Support proactive climate resiliency strategies based in science to protect natural and built environments from impacts associated with sea level rise. Generate organizational success through collaborative engagement and inclusive decision-making to create shared value outcomes. Preserve community livability through responsible development standards, proactive code compliance, and targeted revitalization. Page 1 City of Clearwater Printed on 5/14/2024 Purchaser: Deborah (Deb) Ann Moore Purchaser Phone Number: 1234567890 Purchaser Email: deborah.moore@myclearwater.com Quote Name: City of Clearwater (FL)-Solar Surveillance Trailer Quote #: Q-10804-4 Job Number: 10526 Date: 4/18/2024 Expires On: 5/18/2024 Millenium Products, Inc. 3131 Morris St. N. Saint Petersburg, FL 33713 Office Phone: 888-901-7430 Fax: 801-469-7778 gsa@milleniumproducts.net UEI # H1HSJPFM78R5 Federal ID # 86-1159194 CAGE # 3DNW8 DUNS # 102694671 GS-07F-0031W: Surveillance Equipment, Light Towers, Traffic Safety Equipment GSA Purchase Orders must indicate the GSA contract number in order to receive pricing on this quote. For Further details about Cooperative Purchasing and Disaster Purchasing programs, please contact us or refer to a GSA Multiple Award Schedule information at https://www.gsa.gov/buy-through-us/purchasing-programs/multiple-award-schedule. Orders received not indicating a GSA contract number can be accepted at our Commercial Price List only. Your governmental agency is eligible for the following GSA pricing on GSA Contact:334220 / GS-07F-0031W Ship To City of Clearwater (FL) 100 S Myrtle Ave Clearwater, Florida 33756 United States Bill To City of Clearwater (FL) 100 S Myrtle Ave Clearwater, Florida 33756 United States SALESPERSON Phone Number EMAIL DELIVERY METHOD PAYMENT METHOD Lori Hipskind (888) 901-7430 lhipskind@milleniumproducts.net Ground Net 30 Page 1 of 3 QTY PART #DESCRIPTION SIN CONTRACT UNIT PRICE NET UNIT PRICE EXTENDED PRICE 2.00 GSA-WCTS- SM4A-730 Wanco Small-Size Solar Camera Trailer with 730-800 watt solar array, 20-Foot vertical telescoping tower rotating 355 degrees, hand crank tower. Camera head mount: Two 1-1/2in NPT pendant mounts. Tower wiring is inside liquid tight plastic loom, 3X Cat5E cables 1x 16 / 2 power. Battery and Solar Configurations: 24Vdc battery configuration, 730-750W solar with Victron Smart MPPT controller, battery protect, State- of-Charge meter, 4X AGM batteries (400AH capacity, 50A 24Vdc charger). Solar has High-efficiency photovoltaic solar modules, hand crank adjustable-tilt solar panel array. INCLUDES: 1 x PTZ Dome Camera - (Axis Q6135-LE or alt), 1 x Multi-Sensor Camera - (Axis P3727-PLE or alt), 1 x Cradlepoint IBR-900 (service by others), 1 x PoE Switch Device, 1 x Victron CerboGX telemetry device 334220 GS-07F- 0031W $52,564.19 $52,564.19 $105,128.38 2.00 GSA - Shipping Shipping $1,500.00 $1,500.00 $3,000.00 2.00 GSA- WANVMS- HITCH-2.5PNT 2.5" Pintle Hitch Replaces 2" Ball Hitch - Mini, Color, and Metro VMS, Radar Speed Trailer, Solar Light Tower p/n 101798-001P1 / 101978 339950 GS-07F- 0031W $108.09 $108.09 $216.18 TOTAL:$108,344.56 Project Total: $108,344.56 Scope of Work Notes Terms & Conditions 1. Client MUST have loading dock (required for full size) or forklift with 8’ forks in order to offload most trailer equipment (except ALPR trailers in FL). Client may choose to arrange offloading with a local towing company. 2. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Millenium Products, Inc. and Purchaser shall be paid by Purchaser in addition to the price quoted or invoiced. In the event Millenium, Products, Inc. is required to pay any such tax, fee, or charge, Purchaser shall reimburse Millenium Products, Inc. therefore or, in lieu of such payment, Purchaser shall provide Millenium Products, Inc. at the time the Contract is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. Signature: Effective Date: ______/______/______ Name (Print): Title: Page 2 of 3 Please sign and email to gsa@milleniumproducts.net Since 1999 Powerful Solutions Proven Results Portable Light Towers • Traffic Safety equipment • Surveillance Equipment • License Plate Reader/ALPR Systems • Real-Time Crime Centers THANK YOU FOR YOUR BUSINESS! Page 3 of 3 GENERAL SERVICES ADMINISTRATION Federal Acquisition Service Authorized Federal Supply Schedule FSS Price List Online access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA Advantage!®. The website for GSA Advantage!® is: https://www.GSAAdvantage.gov. Schedule Title: Multiple Award Schedule (MAS) FSC Group:  Security & Protection/Industrial Products & Services/Transportation & Logistics Services FSC/PSC Code: 5820/4240/2540/6260  Furniture & Furnishings, Industrial Products & Services FSC/PSC Code: 9905, 4240 Contract Number: GS-07F-0031W Contract Period: October 5, 2009 – October 4, 2024 For more information on ordering go to the following website: https://www.gsa.gov/schedules. MILLENIUM PRODUCTS, INCORPORATED 3131 Morris St N. Saint Petersburg, FL 33713 Phone Number: 888-901-7430 Fax Number: 801-469-7778 www.milleniumproducts.net Contact for contract administration: Lori Hipskind (gsa@milleniumproducts.net) Zack Bryan (info@milleniumproducts.net) Business size: Small Business Current as of Modification Number PA-0113, effective February 6, 2024 Prices Shown Herein are Net (discount deducted) GS-07F-0031W CUSTOMER INFORMATION 1a. Table of awarded Special Item Numbers (SINs): SIN # SIN Title 334220 Surveillance Systems, Wearable Body Cameras, and Vehicular Video 3361 Law Enforcement and Fire Fighting Vehicles and Attachments 3361V Vocational Vehicles 335999 Power Distribution Equipment and Solar Energy Solutions 339950 Signs 339999S Safety Zone Products ANCILLARY Ancillary Supplies and Services OLM Order-Level Materials (OLM) 1b. Identification of the lowest priced service for each special item number awarded in the contract. SIN # Model Price 334220 AC Conduit run by the foot $ 18.15 335999 Engine Block Heater $133.22 339950 Additional Power Cord per 1 Foot $ 6.57 339999S Trailer Wiring Adapter 7 Pin RV Style $ 57.26 ANCILLARY Mobile ALPR Cigarette Power Cable $302.27 1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item. Not applicable 2. Maximum order for each SIN: SIN# MAXIMUM ORDER* 334220 $ 250,000 3361 $2,000,000 3361V 335999 $2,000,000 $ 250,000 339950 $ 250,000 339999S $ 250,000 ANCILLARY $ 250,000 OLM $ 250,000 *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contractor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404. GS-07F-0031W 3. Minimum order: $100 4. Geographic coverage (delivery area): Domestic, 48 Contiguous States and Washington, DC and to CONUS port or consolidation point for orders received from overseas activities 5. Point(s) of production: - Wanco, Arvada, Jefferson County, CO; - John Thomas, Dixon, Lee County, IL; - FINDER Software Solutions, Pinellas County, FL; - Vetted Security Solutions, Pinellas County, FL; - Vigilant Solutions, Alameda County, CA; - Avigilon, Plano, Dallas County, TX 6. Discount from list prices or statement of net price: Net price (discounts applied) 7. Quantity discounts: None 8. Prompt payment terms: Net 30 Days. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9. Foreign items: None 10a. Time of delivery: 30 Days ARO except - Vigilant ILP items, enclosures (60 Days ARO) - Wanco, Inc. items (60 Days ARO for solar light towers, 45 Days ARO all others) - John Thomas items (70 Days ARO) - Avigilon items (45 Days ARO) - Axis items (45 Days ARO) - Vetted Security Solutions items (enclosures 45 Days ARO, trailers 60 Days ARO) 10b. Expedited delivery: Items available for expedited delivery - Contact Contractor 10c. Overnight and 2-day delivery: Not applicable 10d. Urgent requirements: See clause I-FSS-1 40-B “Urgent Requirements”. Agencies are advised to Contact Millenium’s representative (888-901-7430) to arrange for faster delivery when required 11. F.O.B. point(s): Origin 12a. Ordering address(es): Millenium Products, Inc. 3131 Morris St N. Saint Petersburg, FL 33713 12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3. 13. Payment address: Millenium Products, Inc. 4185 35th St. N. Petersburg, FL 33714 14. Warranty provision: Standard Commercial Warranty 15. Export packing charges: Not applicable GS-07F-0031W 16. Terms and conditions of rental, maintenance, and repair: Not applicable 17. Terms and conditions of installation: Not applicable 18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not applicable 18b. Terms and conditions for any other services: Not applicable 19. List of service and distribution points: Not applicable 20. List of participating dealers: Not applicable 21. Preventative maintenance: Not applicable 22a. Special attributes such as environmental attributes: Not applicable 22b. Section 508 compliance: Not applicable 23. Unique Entity Identifier (UEI) number: H1HSJPFM78R5 24. Notification regarding registration in the System for Award Management (SAM) database. Millenium Products, Inc. is registered and active in SAM, CAGE Code: 3DNW8 TRAINING: MIL-TR1: Equipment Training: Training 1- one 8 hour Day On-Site Training within 300 Miles (maximum) of St. Petersburg, FL. $1,821.40/Day VSS-TR: End User Training-LPR........................ $1,511.34 Contract Clause Document for Solicitation Number :47QSMD20R0001 Refresh Number :19 Contract Number :GS-07F-0031W Created on December 14, 2023 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 52.247-38 - F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006) (DEVIATION I - FEB 2007)..........................................................................................................................................................17 52.246-4 - INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996) (DEVIATION I - MAY 2003)..17 552.216-70 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I - SEP 1999).......................................................................... 18 52.223-9 - ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA-DESIGNATED ITEMS (MAY 2008).................................................................................................19 552.246-71 - SOURCE INSPECTION BY GOVERNMENT (JUN 2009).................................................19 552.246-78 - INSPECTION AT DESTINATION (JUL 2009)................................................................... 21 52.217-9 - OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)................................21 52.222-40 - NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010).......................................................................................................................................22 52.204-9 - PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)....23 52.204-4 - PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)............................................................................................................................................... 23 52.223-5 - POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011).........24 52.223-10 - WASTE REDUCTION PROGRAM (MAY 2011)...................................................................24 52.223-19 - COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011)........ 25 52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011) (ALTERNATE I - NOV 2011)..........................................................................................................................................................25 52.223-18 - ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011)..............................................................................................................................25 52.251-1 - GOVERNMENT SUPPLY SOURCES (APR 2012)................................................................. 26 52.245-9 - USE AND CHARGES (APR 2012)..........................................................................................26 52.223-2 - AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013)...........................................................................................28 52.216-19 - ORDER LIMITATIONS (OCT 1995).....................................................................................29 52.208-9 - CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OR SERVICES (MAY 2014)..........................................................................................................................................................30 52.222-42 - STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)..................30 52.222-49 - SERVICE CONTRACT LABOR STANDARDS - PLACE OF PERFORMANCE UNKNOWN (MAY 2014)............................................................................................................................................... 31 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).......................................................................................31 52.222-53 - EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES - REQUIREMENTS (MAY 2014)............. 32 52.227-14 - RIGHTS IN DATA - GENERAL (MAY 2014)........................................................................32 52.232-17 - INTEREST (MAY 2014) (DEVIATION I - MAY 2003)..........................................................37 52.232-36 - PAYMENT BY THIRD PARTY (MAY 2014)..........................................................................37 52.233-1 - DISPUTES (MAY 2014).......................................................................................................... 38 I-FSS-969 - ECONOMIC PRICE ADJUSTMENT-FSS MULTIPLE AWARD SCHEDULE (OCT 2014)39 52.204-19 - INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)............................................................................................................................................... 41 52.222-21 - PROHIBITION OF SEGREGATED FACILITIES (APR 2015).............................................41 52.222-29 - NOTIFICATION OF VISA DENIAL (APR 2015)..................................................................42 552.223-73 - PRESERVATION, PACKAGING, PACKING, MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR SHIPMENTS (JUN 2015)................................................42 52.209-10 - PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)............................................................................................................................................... 43 552.228-5 - GOVERNMENT AS ADDITIONAL INSURED (JAN 2016)..................................................44 52.223-11 - OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (JUN 2016)................................................................................................ 44 52.223-20 - AEROSOLS (JUN 2016)........................................................................................................45 52.223-21 - FOAMS (JUN 2016)..............................................................................................................45 I-FSS-969 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE (OCT 2014) (ALTERNATE II - JUL 2016)....................................................................................................................46 552.216-70 - ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (DEVIATION II – JUL 2016)......................................................................... 48 552.211-89 - NON-MANUFACTURED WOOD PACKAGING MATERIAL FOR EXPORT (JUL 2016)49 52.224-3 - PRIVACY TRAINING (JAN 2017)...........................................................................................49 52.242-5 - PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)................................50 52.222-26 - EQUAL OPPORTUNITY (SEP 2016)...................................................................................51 52.204-15 - SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (JAN 2014).........................................................................................................................53 52.222-41 - SERVICE CONTRACT LABOR STANDARDS (AUG 2018).................................................54 52.222-43 - FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDSâ??PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)..........................................................................................................................................................60 52.223-17 - AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008)..........................................................................................61 52.204-7 - SYSTEM FOR AWARD MANAGEMENT (OCT 2018)........................................................... 61 52.204-13 - SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018).............................62 52.209-9 - UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)............................................................................................................................. 64 52.232-33 - PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT (OCT 2018)....................................................................................................................65 552.238-105 - DELIVERIES BEYOND THE CONTRACTUAL PERIOD - PLACING OF ORDERS (MAY 2019)..........................................................................................................................................................67 552.238-107 - TRAFFIC RELEASE (SUPPLIES) (MAY 2019)................................................................67 552.238-86 - DELIVERY SCHEDULE (MAY 2019).................................................................................67 552.238-89 - DELIVERIES TO THE U.S. POSTAL SERVICE (MAY 2019)............................................68 552.238-90 - CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2019)..........................................68 552.238-91 - MARKING AND DOCUMENTATION REQUIREMENTS FOR SHIPPING (MAY 2019).68 552.238-92 - VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAY 2019)................................69 552.238-93 - ORDER ACKNOWLEDGMENT (MAY 2019).....................................................................69 552.238-94 - ACCELERATED DELIVERY REQUIREMENTS (MAY 2019)........................................... 69 552.238-95 - SEPARATE CHARGE FOR PERFORMANCE ORIENTED PACKAGING (POP) (MAY 2019)..........................................................................................................................................................69 552.238-96 - SEPARATE CHARGE FOR DELIVERY WITHIN CONSIGNEE'S PREMISES (MAY 2019)..........................................................................................................................................................70 552.238-100 - TRANSSHIPMENTS (MAY 2019)......................................................................................70 552.238-101 - FOREIGN TAXES AND DUTIES (MAY 2019).................................................................71 552.238-102 - ENGLISH LANGUAGE AND U.S. DOLLAR REQUIREMENTS (MAY 2019).................71 552.238-103 - ELECTRONIC COMMERCE (MAY 2019)....................................................................... 71 552.238-104 - DISSEMINATION OF INFORMATION BY CONTRACTOR (MAY 2019).......................72 552.238-106 - INTERPRETATION OF CONTRACT REQUIREMENTS (MAY 2019)............................ 72 552.238-112 - DEFINITION (FEDERAL SUPPLY SCHEDULES) - NON-FEDERAL ENTITY (MAY 2019)..........................................................................................................................................................72 552.238-70 - COVER PAGE FOR WORLDWIDE FEDERAL SUPPLY SCHEDULES (MAY 2019) FOR ALL GEOGRAPHIC AREAS.....................................................................................................................72 552.238-79 - CANCELLATION (MAY 2019)............................................................................................73 552.238-81 - PRICE REDUCTIONS (MAY 2019) ...................................................................................73 552.238-81 - PRICE REDUCTIONS (MAY 2019) (ALTERNATE I - APR 2014).....................................74 552.238-83 - EXAMINATION OF RECORDS BY GSA (MAY 2019)....................................................... 74 552.238-84 - DISCOUNTS FOR PROMPT PAYMENT (MAY 2019).......................................................74 552.238-85 - CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2019)..........................................75 552.238-87 - DELIVERY PRICES (MAY 2019)........................................................................................76 552.238-88 - GSA ADVANTAGE!® (MAY 2019).....................................................................................76 552.238-97 - PARTS AND SERVICE (MAY 2019)................................................................................... 76 552.238-98 - CLAUSES FOR OVERSEAS COVERAGE (MAY 2019)..................................................... 77 552.238-99 - DELIVERY PRICES OVERSEAS (MAY 2019)....................................................................77 52.216-32 - TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEP 2019) (ALT I SEP 2019) Alternate I..................................................................................................................................................77 52.219-13 - NOTICE OF SET-ASIDE OF ORDERS (MAR 2020)........................................................... 78 52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (MAR 2020).......................................79 552.238-77 - SUBMISSION AND DISTRIBUTION OF AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LISTS (MAR 2020)........................................................................................................................79 52.202-1 - DEFINITIONS (JUN 2020).....................................................................................................79 52.204-10 - REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUN 2020)............................................................................................................................... 80 52.204-18 - COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)......82 52.222-36 - EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020)...................83 52.222-35 - EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)......................................................83 52.222-37 - EMPLOYMENT REPORTS ON VETERANS (JUN 2020).....................................................84 52.223-15 - ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (MAY 2020).................84 52.225-19 - CONTRACTOR PERSONNEL IN A DESIGNATED OPERATIONAL AREA OR SUPPORTING A DIPLOMATIC OR CONSULAR MISSION OUTSIDE THE UNITED STATES (MAY 2020)..........................................................................................................................................................85 52.216-18 - ORDERING (AUG 2020)...................................................................................................... 91 52.228-3 - WORKER’S COMPENSATION INSURANCE (DEFENSE BASE ACT) (JUL 2014).............91 52.204-2 - SECURITY REQUIREMENTS (MAR 2021)............................................................................92 52.225-13 - RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)................................92 552.238-80 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020)............................ 93 52.223-3 - HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (FEB 2021) (ALTERNATE I - JUL 1995).....................................................................................................................94 552.252-6 - AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2021) (DEVIATION FAR 52.252-6)....96 52.245-1 - GOVERNMENT PROPERTY (SEP 2021)...............................................................................96 52.219-33 - NONMANUFACTURER RULE (SEP 2021).......................................................................107 52.219-16 - LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (SEP 2021)..............................108 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021)...............108 52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)............................................................................................................................................. 112 52.204-25 - PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021).................................................. 113 52.209-6 - PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021).....116 552.238-111 - ENVIRONMENTAL PROTECTION AGENCY REGISTRATION REQUIREMENT (JAN 2022)........................................................................................................................................................117 552.238-114 - USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY NON-FEDERAL ENTITIES (JAN 2022).............................................................................................................................................. 117 552.238-82 - MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (JAN 2022) (ALTERNATE I - MAR 2020)........................................................................................................................................................118 552.238-82 - MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (JAN 2022) (ALTERNATE II MAY 2019)........................................................................................................................................................120 552.238-78 - IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (JAN 2022)........................................................................................................................................................121 52.203-6 - RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (ALTERNATE I - NOV 2021)..................................................................................................................122 52.222-50 - COMBATING TRAFFICKING IN PERSONS (NOV 2021)................................................ 123 52.222-55 - MINIMUM WAGES FOR CONTRACTOR WORKERS UNDER EXECUTIVE ORDER 14026 (JAN 2022).............................................................................................................................................. 130 52.222-62 - PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2022)............................134 52.247-64 - PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS (NOV 2021)........................................................................................................................................................139 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)...............................................................................................................................................141 552.238-116 - OPTION TO EXTEND THE TERM OF THE FSS CONTRACT (MAR 2022)................141 552.238-115 - SPECIAL ORDERING PROCEDURES FOR THE ACQUISITION OF ORDER-LEVEL MATERIALS (APR 2022)........................................................................................................................141 552.238-73 - IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING ACCESSIBILITY FOR INDIVIDUALS WITH DISABILITIES (MAR 2022)...........................................143 52.216-22 - INDEFINITE QUANTITY (OCT 1995)...............................................................................143 52.222-54 - EMPLOYMENT ELIGIBILITY VERIFICATION (MAY 2022)............................................144 52.219-14 - LIMITATIONS ON SUBCONTRACTING (OCT 2022).......................................................146 52.219-27 - NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (OCT 2022)..............................................................................................................................................147 52.219-29 - NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 2022)........................148 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)..........................................................................................................................149 52.219-3 - NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (OCT 2022)...............150 C-FSS-370 - CONTRACTOR TASKS / SPECIAL REQUIREMENTS (DEC 2022)................................151 I-FSS-40 - CONTRACTOR TEAM ARRANGEMENTS (DEC 2022)......................................................152 I-FSS-600 - CONTRACT PRICE LISTS (DEC 2022).............................................................................152 I-FSS-644 - PRODUCTS OFFERED AND SOLD BY VENDORS OTHER THAN THE MANUFACTURER (DEC 2022).............................................................................................................155 I-FSS-973 - PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (DEC 2022).........................155 G-FSS-900-C - CONTACT FOR CONTRACT ADMINISTRATION (DEC 2022)..................................156 I-FSS-106 - GUARANTEED MINIMUM (DEC 2022)............................................................................156 52.232-40 - PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (MAR 2023).............................................................................................................................................157 52.204-27 - PROHIBTION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)...................157 552.219-74 - SECTION 8(A) DIRECT AWARD (SEP 1999)..................................................................158 52.219-18 - NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS (JAN 2017) (DEVIATED I - OCT 2022).......................................................................................................... 159 552.238-80 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020) (ALTERNATE I – MAY 2023)...............................................................................................................................................159 552.238-113 - SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (MAY 2023).............162 552.238-117 - PRICE ADJUSTMENT - FAILURE TO PROVIDE ACCURATE INFORMATION (OCT 2023)........................................................................................................................................................164 I-FSS-639 - CONTRACT SALES CRITERIA (SEP 2023).......................................................................164 552.212-71 - CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITIONS OF COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2023).......................................165 552.212-72 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2023)................................................................................................165 52.225-5 - TRADE AGREEMENTS (NOV 2023)....................................................................................166 552.212-4 - CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION – FEB 2007) (FAR DEVIATION - JAN 2023)168 552.212-4 - CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (FAR DEVIATION - JAN 2023) (ALTERNATE I - NOV 2021) (DEVIATION - FEB 2007)......................................................................................................................176 52.204-23 - PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (DEC 2023)........................................................................................................................................................187 52.203-17 - CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (NOV 2023)............................................... 189 52.222-19 - CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES (NOV 2023)189 52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS (SEP 2023)........................................190 52.219-9 - SMALL BUSINESS SUBCONTRACTING PLAN (SEP 2023) (ALT II NOV 2016).............. 192 52.219-28 - POST - AWARD SMALL BUSINESS PROGRAM REPRESENTATION (SEP 2023)......... 202 52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2023)205 52.204-30 - FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS - PROHIBITION (DEC 2023) (ALT I DEC 2023).............................................................................................................. 212 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 1 of 216 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 19 Contract Number: GS-07F-0031W Page: 2 of 216 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 19 Contract Number: GS-07F-0031W Page: 3 of 216 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 19 Contract Number: GS-07F-0031W Page: 4 of 216 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 19 Contract Number: GS-07F-0031W Page: 5 of 216 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) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 6 of 216 (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 19 Contract Number: GS-07F-0031W Page: 7 of 216 (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— Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 8 of 216 (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 19 Contract Number: GS-07F-0031W Page: 9 of 216 (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— (A) Classified material, protected sensitive, and protected controlled material; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 10 of 216 (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) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 11 of 216 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). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 12 of 216 (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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 13 of 216 (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 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011) Clause 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018) 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 Clause Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 14 of 216 CORPORATIONS (NOV 2015) 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) Clause 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 52.222-29 NOTIFICATION OF VISA DENIAL (APR 2015) Clause 52.222-49 SERVICE CONTRACT LABOR STANDARDS - PLACE OF PERFORMANCE UNKNOWN (MAY 2014) Clause 52.223-10 WASTE REDUCTION PROGRAM (MAY 2011) Clause 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008) Clause 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013) Clause 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011) 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 52.227-14 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 Clause Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 15 of 216 VEGETATION (APR 1984) 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 SUBCONTRACTORS (JAN 2017) Clause 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 52.247-38 F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006) (DEVIATION I - FEB 2007) 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 16 of 216 before the contract expiration date.. 52.247-38 F.o.b. Inland Carrier, Point of Exportation (FEB 2006) (DEVIATION – FEB 2007) (a) The term “f.o.b. inland carrier, point of exportation,” as used in this clause, means free of expense to the ordering activity, 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 ordering activity’s request and expense, assist in obtaining the documents required for— (i) Exportation; or (ii) Importation at destination. 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 17 of 216 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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 18 of 216 (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 post-consumer material content; and (2) Submit this estimate to X. 552.246-71 SOURCE INSPECTION BY GOVERNMENT (JUN 2009) (a)Inspection by Government personnel. (1) Supplies to be furnished under this contract will be inspected at source by the Government before shipment from the manufacturing plant or other facility designated by the Contractor, unless the Contractor is otherwise notified in writing by the Contracting Officer or a designated representative. Notwithstanding the foregoing, the Government may perform any or all tests contained in the contract specifications at a Government facility without prior written notice by Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 19 of 216 the Contracting Officer before release of the supplies for shipment. Samples sent to a Government testing facility will be disposed of as follows: Samples from an accepted lot, not damaged in the testing process, will be returned promptly to the Contractor after completion of tests. Samples damaged in the testing process will be disposed of as requested by the Contractor. Samples from a rejected lot will be returned to the Contractor or disposed of in a time and manner agreeable to both the Contractor and the Government. (2) Government inspection responsibility will be assigned to the GSA quality assurance office which has jurisdiction over the State in which the Contractor's or subcontractor's plant or other designated point for inspection is located. The Contractor shall notify or arrange for subcontractors to notify the designated GSA quality assurance office 7 workdays before the date when supplies will be ready for inspection. Shipment shall not be made until after inspection by the Government is completed and shipment is authorized by the Government.. (b)Inspection and receiving reports. For each shipment, the Contractor shall be responsible for preparation and distribution of inspection documents as follows: (1) DD Form 250, Material Inspection and Receiving Report, or computer formatted equivalent for deliveries to military agencies; or (2) GSA Form 308, Notice of Inspection for deliveries to GSA or other civilian agencies. When required, the Contractor will be furnished a supply of GSA Form 308 and/or DD Form 250, and complete instructions for their preparation and distribution. (c)Inspection facilities. (1) The inspection system required to be maintained by the Contractor in accordance with FAR 52.246-2, Inspection of Supplies—Fixed Price, may be the Contractor's own facilities or any other facilities acceptable to the Government. These facilities shall be utilized to perform all inspections and tests of materials and components before incorporation into end articles, and for the inspection of such end articles before shipment. The Government reserves the right to evaluate the acceptability and effectiveness of the Contractor's inspection system before award and periodically during the contract period (2) Offerors are required to specify, in the spaces provided elsewhere in the solicitation, the name and address of each manufacturing plant or other facility where supplies will be available for inspection, indicating the item number(s) to which each applies.. (3) The Contractor shall deliver the items specified in this contract from a plant or warehouse located within the United States (including Puerto Rico and the U.S. Virgin Islands) that is equipped to perform all inspections and tests required by this contract or specifications to evidence conformance therewith, or shall arrange with a testing laboratory or other facility in the United States, acceptable to the Government, to perform the required inspections and tests (d)Availability of records. (1) In addition to any other requirement of this contract, the Contractor shall maintain records showing the following information for each order received under the contract: (i) Order number; (ii) Date order received by the Contractor; (iii) Quantity ordered; (iv) Date scheduled into production; (v) Batch or lot number, if applicable; (vi) Date inspected and/or tested; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 20 of 216 (vii) Date available for shipment; (viii) Date shipped or date service completed; and (ix) National Stock Number (NSN), or if none is provided in the contract, the applicable item number or other contractual identification. (2) These records should be maintained at the point of source inspection and shall be available to the Contracting Officer, or an authorized representative, for (i) 3 years after final payment; or (ii) 4 years from the end of the Contractor's fiscal year in which the record was created, whichever period expires first. (e)Additional cost for inspection and testing. The Contractor will be charged for any additional cost for inspecting/testing or reinspection/ retesting supplies for the reasons stated in paragraph (e) of FAR 52.246-2, Inspection of Supplies--Fixed Price. When inspection or testing is performed by or under the direction of GSA, charges will be at the rate of $ownerInsert1 per man-hour or fraction thereof if the inspection is at a GSA distribution center; $ownerInsert2 per man-hour or fraction thereof, plus travel costs incurred, if the inspection is at any other location; and $ownerInsert3 per man-hour or fraction thereof for laboratory testing, except that when a testing facility other than a GSA laboratory performs all or part of the required tests, the Contractor shall be assessed the actual cost incurred by the Government as a result of testing at such facility. When inspection is performed by or under the direction of any agency other than GSA, the charges indicated above may be used, or the agency may assess the actual cost of performing the inspection and testing. (f)Responsibility for rejected supplies. When the Contractor fails to remove or provide instructions for the removal of rejected supplies under FAR 52.246-2(h) pursuant to the Contracting Officer's instructions, the Contractor shall be liable for all costs incurred by the Government in taking such measures as are expedient to avoid unnecessary loss to the Contractor. In addition to the remedies provided in FAR 52.246-2, supplies may be-- (1) Stored for the Contractor's account; (2) Reshipped to the Contractor at its expense (any additional expense incurred by the Government or the freight carrier caused by the refusal of the Contractor to accept their return also shall be for the Contractor's account); or (3) Sold to the highest bidder on the open market and the proceeds applied against the accumulated storage and other costs, including the cost of the sale. *The rates to be inserted are established by the Commissioner of the Federal Acquisition Service or a designee. 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 21 of 216 (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; (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 22 of 216 (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. (c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply 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. 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011) (a)Definitions. As used in this clause— Postconsumer fiber means— (1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 23 of 216 corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or (2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not (3) Fiber derived from printers’ over-runs, converters’ scrap, and over-issue publications. (b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government. 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011) (a)Definitions. As used in this clause— Toxic chemical means a chemical or chemical category listed in 40 CFR 372.65. (b) Federal facilities are required to comply with the provisions of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C.11001-11050), and the Pollution Prevention Act of 1990 (PPA) (42 U.S.C.13101-13109). (c) The Contractor shall provide all information needed by the Federal facility to comply with the following: (1) The emergency planning reporting requirements of Section 302 of EPCRA. (2) The emergency notice requirements of Section 304 of EPCRA. (3) The list of Material Safety Data Sheets, required by Section 311 of EPCRA. (4) The emergency and hazardous chemical inventory forms of Section 312 of EPCRA. (5) The toxic chemical release inventory of Section 313 of EPCRA, which includes the reduction and recycling information required by Section 6607 of PPA. (6) The toxic chemical and hazardous substance release and use reduction goals of section 2(e) of Executive Order 13423 and of Executive Order 13514. 52.223-10 WASTE REDUCTION PROGRAM (MAY 2011) (a)Definitions. As used in this clause — Recycling means the series of activities, including collection, separation, and processing, by which products or other materials are recovered from the solid waste stream for use in the form of raw materials in the manufacture of products other than fuel for producing heat or power by combustion. Waste prevention means any change in the design, manufacturing, purchase, or use of materials or products (including packaging) to reduce their amount or toxicity before they are discarded. Waste prevention also refers to the reuse of products or materials. Waste reduction means preventing or decreasing the amount of waste being generated through waste prevention, recycling, or purchasing recycled and environmentally preferable products. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 24 of 216 (b) Consistent with the requirements of section 3(e) of Executive Order 13423, the Contractor shall establish a program to promote cost-effective waste reduction in all operations and facilities covered by this contract. The Contractor's programs shall comply with applicable Federal, State, and local requirements, specifically including Section 6002 of the Resource Conservation and Recovery Act (42 U.S.C.6962, et seq.) and implementing regulations (40 CFR part 247). 52.223-19 COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011) The Contractor’s work under this contract shall conform with all operational controls identified in the applicable agency or facility Environmental Management Systems and provide monitoring and measurement information necessary for the Government to address environmental performance relative to the goals of the Environmental Management Systems. 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011) (ALTERNATE II — NOV 2011) (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 or reserved 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 and Federal Prison Industries, Inc. (FPI). Offers received from concerns that are not small business concerns or FPI shall be considered nonresponsive and will be rejected. (2) Any award resulting from this solicitation will be made to either a small business concern or FPI. (d)Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts. 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011) (a)Definitions. As used in this clause – “Driving”– (1) Means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 25 of 216 (2) Does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary. “Text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park. (b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging while Driving, dated October 1, 2009. (c) The Contractor should – (1) Adopt and enforce policies that ban text messaging while driving – (i) Company-owned or -rented vehicles or Government-owned vehicles; or (ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. (2) Conduct initiatives in a manner commensurate with the size of the business, such as – (i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (d)Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts that exceed the micro-purchase threshold. 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 26 of 216 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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 27 of 216 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. (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. 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013) (a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless – (1) The product cannot be acquired – (i) Competitively within a time frame providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 28 of 216 procurement requirement for the following: (i) Spacecraft system and launch support equipment. (ii) Military equipment,i.e., a product or system designed or procured for combat or combat-related missions. (b) Information about this requirement and these products is available at http://www.biopreferred.gov. (c) In the performance of this contract, the Contractor shall – (1) Report to the environmental point of contact identified in paragraph (d) of this clause, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; (2) Submit this report no later than – (i) October 31 of each year during contract performance; and (ii) At the end of contract performance. 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 29 of 216 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." 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 30 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 31 of 216 (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 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) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 32 of 216 (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 (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). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 33 of 216 “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-- (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 34 of 216 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-- (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 35 of 216 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 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-- Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 36 of 216 (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] (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 37 of 216 (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. (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. 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 submission may be converted to a claim under 41 U.S.C chapter 71, by complying with the submission Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 38 of 216 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. Price decreases will be handled in accordance with the provisions of the Price Reduction Clause. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 39 of 216 (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. (2) Commercial Sales Practice format, per contract clause 52.215-21 Alternate IV, demonstrating the relationship of the Contractor's commercial pricing practice to the adjusted pricing proposed or a certification that no change has occurred in the data since completion of the initial negotiation or a subsequent submission. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 40 of 216 (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. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) (a)Definitions. As used in this clause — Gender identity has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. Segregated facilities means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. Sexual orientation has the meaning given by the Department of Labor’s Office of Federal Contract Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 41 of 216 Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. (b) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in this contract. (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract. 52.222-29 NOTIFICATION OF VISA DENIAL (APR 2015) (a)Definitions. As used in this clause — Gender identity has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. Sexual orientation has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. (b)Requirement to notify. (1) It is a violation of Executive Order 11246 for a Contractor to refuse to employ any applicant or not to assign any person hired in the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, or Wake Island, on the basis that the individual’s race, color, religion, sex, sexual orientation, gender identity, or national origin is not compatible with the policies of the country where or for whom the work will be performed (41 CFR 60–1.10). (2) The Contractor shall notify the U.S. Department of State, Assistant Secretary, Bureau of Political-Military Affairs (PM), 2201 C Street NW., Room 6212, Washington, DC 20520, and the U.S. Department of Labor, Deputy Assistant Secretary for Federal Contract Compliance, when it has knowledge of any employee or potential employee being denied an entry visa to a country where this contract will be performed, and it believes the denial is attributable to the race, color, religion, sex, sexual orientation, gender identity, or national origin of the employee or potential employee. 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 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.) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 42 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 43 of 216 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. 52.223-11 OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (JUN 2016) (a)Definition. As used in this clause — “Global warming potential” means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide’s global warming potential is defined as 1.0. “High global warming potential hydrofluorocarbons” means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR Part 82 subpart G with supplemental tables of alternatives available at (http://www.epa.gov/snap/). “Hydrofluorocarbons” means compounds that only contain hydrogen, fluorine, and carbon. “Ozone-depleting substance,” means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as — (1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or (2) Class II, including, but not limited to, hydrochlorofluorocarbons. (b) The Contractor shall label products that contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), (d), and (e) and 40 CFR part 82, subpart E, as follows: Warning Contains (or manufactured with, if applicable) *_______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere. * The Contractor shall insert the name of the substance(s). (c) Reporting. For equipment and appliances that normally each contain 50 or more pounds of hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons, the Contractor shall — (1) Track on an annual basis, between October 1 and September 30, the amount in pounds of hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons contained in the equipment and appliances delivered to the Government under this contract by — Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 44 of 216 (i) Type of hydrofluorocarbon (e.g., HFC-134a, HFC-125, R-410A, R-404A, etc.); (ii) Contract number; and (iii) Equipment/appliance; (2) Report that information to the Contracting Officer for FY16 and to www.sam.gov, for FY17 and after — (i) Annually by November 30 of each year during contract performance; and (ii) At the end of contract performance. (d) The Contractor shall refer to EPA's SNAP program (available at http://www.epa.gov/snap) to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82 subpart G with supplemental tables available at http://www.epa.gov/snap. 52.223-20 AEROSOLS (JUN 2016) (a)Definitions.As used in this clause — Global warming potential means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide’s global warming potential is defined as 1.0. High global warming potential hydrofluorocarbons means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR part 82, subpart G, with supplemental tables of alternatives available at http://www.epa.gov/snap/). Hydrofluorocarbons means compounds that contain only hydrogen, fluorine, and carbon. (b) Unless otherwise specified in the contract, the Contractor shall reduce its use, release, or emissions of high global warming potential hydrofluorocarbons, when feasible, from aerosol propellants or solvents under this contract. When determining feasibility of using a particular alternative, the Contractor shall consider environmental, technical, and economic factors such as — (1) In-use emission rates, energy efficiency; (2) Safety, such as flammability or toxicity; (3) Ability to meet technical performance requirements; and (4) Commercial availability at a reasonable cost. (c) The Contractor shall refer to EPA’s SNAP program to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82, subpart G, with supplemental tables available at http://www.epa.gov/snap/. 52.223-21 FOAMS (JUN 2016) (a)Definitions.As used in this clause — Global warming potential means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide’s global Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 45 of 216 warming potential is defined as 1.0. High global warming potential hydrofluorocarbons means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR part 82, subpart G, with supplemental tables of alternatives available at http://www.epa.gov/snap/. Hydrofluorocarbons means compounds that contain only hydrogen, fluorine, and carbon. (b) Unless otherwise specified in the contract, the Contractor shall reduce its use, release, and emissions of high global warming potential hydrofluorocarbons and refrigerant blends containing hydrofluorocarbons, when feasible, from foam blowing agents, under this contract. When determining feasibility of using a particular alternative, the Contractor shall consider environmental, technical, and economic factors such as — (1) In-use emission rates, energy efficiency, and safety; (2) Ability to meet performance requirements; and (3) Commercial availability at a reasonable cost. (c) The Contractor shall refer to EPA’s SNAP program to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82, subpart G, with supplemental tables available at http://www.epa.gov/snap/. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 46 of 216 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 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: 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 applies to contracts participating in the Transactional Data Reporting Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 47 of 216 (TDR) Pilot. 552.216-70 ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (DEVIATION II – JUL 2016) 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: 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 applies to contracts participating in the Transactional Data Reporting (TDR) Pilot. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 48 of 216 552.211-89 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 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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 49 of 216 (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, 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 — Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 50 of 216 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. (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. 52.222-26 EQUAL OPPORTUNITY (SEP 2016) (a)Definition.As used in this clause. “Compensation”means any payments made to, or on behalf of, an employee or offered to an applicant as remuneration for employment, including but not limited to salary, wages, overtime pay, shift differentials, bonuses, commissions, vacation and holiday pay, allowances, insurance and other benefits, stock options and awards, profit sharing, and retirement. “Compensation information”means the amount and type of compensation provided to employees or offered to applicants, including, but not limited to, the desire of the Contractor to attract and retain a particular employee for the value the employee is perceived to add to the Contractor’s profit or productivity; the availability of employees with like skills in the marketplace; market research about the worth of similar jobs in the relevant marketplace; job analysis, descriptions, and evaluations; salary and pay structures; salary surveys; labor union agreements; and Contractor decisions, statements and policies related to setting or altering employee compensation. “Essential job functions”means the fundamental job duties of the employment position an individual holds. A job function may be considered essential if — (1) The access to compensation information is necessary in order to perform that function or another routinely assigned business task; or (2) The function or duties of the position include protecting and maintaining the privacy of employee personnel records, including compensation information. “Gender identity”has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. “Sexual orientation”has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. “United States,”means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 51 of 216 (b) (1) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with this clause, except for work performed outside the United States by employees who were not recruited within the United States. Upon request, the Contractor shall provide information necessary to determine the applicability of this clause. (2) If the Contractor is a religious corporation, association, educational institution, or society, the requirements of this clause do not apply with respect to the employment of individuals of a particular religion to perform work connected with the carrying on of the Contractor's activities (41 CFR 60-1.5). (c) (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5. (2) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to — (i) Employment; (ii) Upgrading; (iii) Demotion; (iv) Transfer; (v) Recruitment or recruitment advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship. (3) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause. (4) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (5) (i) The Contractor shall not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This prohibition against discrimination does not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor’s legal duty to furnish information. (ii) The Contractor shall disseminate the prohibition on discrimination in paragraph (c)(5)(i) of this clause, using language prescribed by the Director of the Office of Federal Contract Compliance Programs (OFCCP), to employees and applicants by — Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 52 of 216 (A) Incorporation into existing employee manuals or handbooks; and (B) Electronic posting or by posting a copy of the provision in conspicuous places available to employees and applicants for employment. (6) The Contractor shall send, to each labor union or representative of workers with which it has a collective bar-gaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers’ representative of the Contractor’s commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment. (7) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor. (8) The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR Part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms. (9) The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order. (10) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law. (11) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. (12) The Contractor shall take such action with respect to any subcontract or purchase order as the Director of OFCCP may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance, provided, that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. (d) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. 52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (OCT 2016) (a) Definition. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 53 of 216 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: (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 54 of 216 (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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 55 of 216 (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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 56 of 216 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; (B) Correct work classification or classifications, rate or rates of monetary wages 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 57 of 216 (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 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) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 58 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 59 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 60 of 216 (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. 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (AUG 2018) (a) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired# (1) Competitively within a timeframe providing for compliance with the contract performance schedule; (2) Meeting contract performance requirements; or (3) At a reasonable price. (b) Information about this requirement is available at EPA’s Comprehensive Procurement Guidelines web site,https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The list of EPA-designated items is available at https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (Note: This is an FSS reproduction using word processing software)STANDARD FORM 1449 (10-95)(BACK) 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018) (a) Definitions. As used in this provision — “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 records for identifying alternative EFT accounts (see subpart 32.11) for the same entity. “Registered in the System for Award Management (SAM)”means that — Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 61 of 216 (1) The Offeror has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14) into SAM; (2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the 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 offeror 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”. “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) (1) An Offeror is required to be registered in SAM when submitting an offer or quotation, and shall continue to be registered until time of award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. (2) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “Unique Entity Identifier” followed by the unique entity identifier that identifies the Offeror’s name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the Contracting Officer to verify that the Offeror is registered in SAM. (c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Offeror should be prepared to provide the following information: (1) Company legal business name. (2) Tradestyle, doing business, or other name by which your entity is commonly recognized. (3) Company Physical Street Address, City, State, and Zip Code. (4) Company Mailing Address, City, State and Zip Code (if separate from physical). (5) Company telephone number. (6) Date the company was started. (7) Number of employees at your location. (8) Chief executive officer/key manager. (9) Line of business (industry). (10) Company Headquarters name and address (reporting relationship within your entity). (d) Processing time should be taken into consideration when registering. Offerors who are not registered in SAM should consider applying for registration immediately upon receipt of this solicitation. See https://www.sam.gov for information on registration. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 62 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 63 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 64 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 65 of 216 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— (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 66 of 216 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. 552.238-105 DELIVERIES BEYOND THE CONTRACTUAL PERIOD - PLACING OF ORDERS (MAY 2019) In accordance with Clause 552.238-113, Scope of Contract (Eligible Ordering Activities), this contract covers all requirements that may be ordered, as distinguished from delivered during the contract term. This is for the purpose of providing continuity of supply or operations by permitting ordering activities to place orders as requirements arise in the normal course of operations. Accordingly, any order mailed (or received, if forwarded by other 7 means than through the mail) to the Contractor on or before the expiration date of the contract, and providing for delivery within the number of days specified in the contract, shall constitute a valid order. 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. 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) ______ Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 67 of 216 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) 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 68 of 216 (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) 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 69 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 70 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 71 of 216 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. (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. 552.238-112 DEFINITION (FEDERAL SUPPLY SCHEDULES) - NON-FEDERAL ENTITY (MAY 2019) Ordering activity (also called “ordering agency” and “ordering office”) means an eligible ordering activity (see 552.238-113), authorized to place orders under Federal Supply Schedule contracts. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 72 of 216 552.238-70 COVER PAGE FOR WORLDWIDE FEDERAL SUPPLY SCHEDULES (MAY 2019) FOR ALL GEOGRAPHIC AREAS Solicitation No. 47QSMD20R0001 Refresh 0019 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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 73 of 216 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. 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. 552.238-84 DISCOUNTS FOR PROMPT PAYMENT (MAY 2019) (a) Discounts for early payment (hereinafter referred to as “discounts” or “the discount”) will be Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 74 of 216 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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 75 of 216 (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. (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. 552.238-88 GSA ADVANTAGE!®. (MAY 2019) (a) The Contractor shall participate in the GSA Advantage!®online shopping service. Information and instructions regarding Contractor participation are contained in clause 552.238-103,Electronic Commerce. (b) The Contractor shall refer to contract clauses 552.238-77,Submission and Distribution of Authorized FSS Price Lists (which provides for submission of price lists on a common-use electronic medium), and 552.238-82,Modifications (which addresses electronic file updates). 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 76 of 216 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 (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 77 of 216 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: [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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 78 of 216 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 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 Contract Requirements and Modification Guidance page (www.gsa.gov/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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 79 of 216 (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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 80 of 216 (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 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). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 81 of 216 (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. (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 clause- Commercial 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 82 of 216 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. 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 83 of 216 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. (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 84 of 216 52.223-15 Energy Efficiency in Energy-Consuming Products (MAY 2020) (a) Definition. As used in this clause-- Energy-efficient product-- (1) Means a product that-- (i) Meets Department of Energy and Environmental Protection Agency criteria for use of the Energy Star trademark label; or (ii) Is in the upper 25 percent of efficiency for all similar products as designated by the Department of Energy's Federal Energy Management Program. (2) The term "product'' does not include any energy-consuming product or system designed or procured for combat or combat-related missions (42 U.S.C. 8259b). (b) The Contractor shall ensure that energy-consuming products are energy efficient products (i.e., ENERGY STAR®products or FEMP-designated products) at the time of contract award, for products that are-- (1) Delivered; (2) Acquired by the Contractor for use in performing services at a Federally-controlled facility; (3) Furnished by the Contractor for use by the Government; or (4) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance. (c) The requirements of paragraph (b) apply to the Contractor (including any subcontractor) unless-- (1) The energy-consuming product is not listed in the ENERGY STAR®Program or FEMP; or (2) Otherwise approved in writing by the Contracting Officer. (d) Information about these products is available for-- (1) ENERGY STAR®at http://www.energystar.gov/products; and (2) FEMP at https://www.energy.gov/eere/femp/energy-efficient-products-and-energy-saving-technologies 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 85 of 216 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 (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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 86 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 87 of 216 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-- (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 88 of 216 (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; (ii) Are not barred from possession of a firearm by 18 U.S.C. 922; and (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 89 of 216 (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 (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-- Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 90 of 216 (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-- (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 91 of 216 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) (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 92 of 216 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. The reported contract sales value shall include the Industrial Funding Fee (IFF). The Contractor 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 93 of 216 (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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 94 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 95 of 216 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 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 clause- Cannibalize 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- Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 96 of 216 (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. 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 97 of 216 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). 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 98 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 99 of 216 (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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 100 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 101 of 216 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). (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 102 of 216 (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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 103 of 216 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. (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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 104 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 105 of 216 (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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 106 of 216 (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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 107 of 216 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) 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 108 of 216 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 – (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 109 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 110 of 216 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 (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 111 of 216 (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) (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 112 of 216 (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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 113 of 216 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; (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 114 of 216 (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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 115 of 216 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. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021) (a)Definition. “Commercially available off-the-shelf (COTS)”item, as used in this clause- (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 in 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. (b) The Government suspends or debars Contractors to protect the Government’s interests. Other than a subcontract for a commercially available off-the-shelf item, the Contractor shall not enter into any subcontract, in excess of the threshold specified in FAR 9.405-2(b) on the date of subcontract award with a Contractor that is debarred, suspended, or proposed for debarment by any executive agency unless there is a compelling reason to do so. (c) The Contractor shall require each proposed subcontractor whose subcontract will exceed the threshold specified in FAR 9.405-2(b) on the date of subcontract award, other than a subcontractor providing a commercially available off-the-shelf item, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government. (d) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party (other than a subcontractor providing a commercially available off-the-shelf item) that is debarred, suspended, or proposed for debarment (see FAR 9.404 for information on the System for Award Management (SAM) Exclusions). The notice must include the following: (1) The name of the subcontractor. (2) The Contractor’s knowledge of the reasons for the subcontractor being listed with an exclusion in SAM. (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its being listed with an exclusion in SAM. (4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government’s interests when dealing with such subcontractor in view of the specific basis for the party’s debarment, suspension, or proposed debarment. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 116 of 216 (e)Subcontracts.Unless this is a contract for the acquisition of commercial products or commercial services, the Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for the identification of the parties), in each subcontract that– (1) Exceeds the threshold specified in FAR 9.405-2(b) on the date of subcontract award; and (2) Is not a subcontract for commercially available off-the-shelf items. 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 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 Conditions- Commercial Products and Commercial Services), whichever is applicable to the resultant contract. 552.238-114 USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY NON-FEDERAL ENTITIES (JAN 2022) (a) If an entity identified in paragraph (d) of the clause at 552.238-113,Scope of Contract (Eligible Ordering Activities), elects to place an order under this contract, the entity agrees that the order shall be subject to the following conditions: (1) When the Contractor accepts an order from such an entity, a separate contract is formed which incorporates by reference all the terms and conditions of the Schedule contract except the Disputes clause, the patent indemnity clause, and the portion of the Commercial Product and Commercial Service Contract Terms and Conditions that specifies “Compliance with laws unique to Government contracts” (which applies only to contracts with entities of the Executive branch of the U.S. Government). The parties to this new contract which incorporates the terms and conditions of the Schedule contract are the individual ordering activity and the Contractor. The U.S. Government shall not be liable for the performance or nonperformance of the new contract. Disputes which cannot be resolved by the parties to the new contract may be litigated in any State or Federal court with jurisdiction over the parties, applying Federal procurement law, including statutes, regulations and case law, and, if pertinent, the Uniform Commercial Code. To the extent authorized by law, parties to this new contract are encouraged to resolve disputes through Alternative Dispute Resolution. Likewise, a Blanket Purchase Agreement (BPA), although not a contract, is an agreement that may be entered into by the Contractor with such an entity and the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 117 of 216 Federal Government is not a party. (2) Where contract clauses refer to action by a Contracting Officer or a Contracting Officer of GSA, that shall mean the individual responsible for placing the order for the ordering activity (e.g., FAR 52.212-4 at paragraph (f) and FSS clause I-FSS-249 B.) (3) As a condition of using this contract, eligible ordering activities agree to abide by all terms and conditions of the Schedule contract, except for those deleted clauses or portions of clauses mentioned in paragraph (a)(1) of this clause. Ordering activities may include terms and conditions required by statute, ordinance, regulation, order, or as otherwise allowed by State and local government entities as a part of a statement of work (SOW) or statement of objective (SOO) to the extent that these terms and conditions do not conflict with the terms and conditions of the Schedule contract. The ordering activity and the Contractor expressly acknowledge that, in entering into an agreement for the ordering activity to purchase goods or services from the Contractor, neither the ordering activity nor the Contractor will look to, primarily or in any secondary capacity, or file any claim against the United States or any of its agencies with respect to any failure of performance by the other party. (4) The ordering activity is responsible for all payments due the Contractor under the contract formed by acceptance of the ordering activity's order, without recourse to the agency of the U.S. Government, which awarded the Schedule contract. (5) The Contractor is encouraged, but not obligated, to accept orders from such entities. The Contractor may, within 5 days of receipt of the order, decline to accept any order, for any reason. The Contractor shall fulfill orders placed by such entities, which are not declined within the 5-day period. (6) The supplies or services purchased will be used for governmental purposes only and will not be resold for personal use. Disposal of property acquired will be in accordance with the established procedures of the ordering activity for the disposal of personal property. (b) If the Schedule Contractor accepts an order from an entity identified in paragraph (d) of the clause at 552.238-113,Scope of Contract (Eligible Ordering Activities), the Contractor agrees to the following conditions: (1) The ordering activity is responsible for all payments due the Contractor for the contract formed by acceptance of the order, without recourse to the agency of the U.S. Government, which awarded the Schedule contract. (2) The Contractor is encouraged, but not obligated, to accept orders from such entities. The Contractor may, within 5 days of receipt of the order, decline to accept any order, for any reason. The Contractor shall decline the order using the same means as those used to place the order. The Contractor shall fulfill orders placed by such entities, which are not declined within the 5-day period. (c) In accordance with clause 552.238-80, Industrial Funding Fee and Sales Reporting, the Contractor must report the quarterly dollar value of all sales under this contract. When submitting sales reports, the Contractor must report two dollar values for each Special Item Number: (1) The dollar value for sales to entities identified in paragraph (a) of the clause at 552.238-113,Scope of Contract (Eligible Ordering Activities), and (2) The dollar value for sales to entities identified in paragraph (d) of clause 552.238-113 Scope of Contract (Eligible Ordering Activities). 552.238-82 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (JAN 2022) (ALTERNATE I - MAR 2020) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 118 of 216 (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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 119 of 216 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. (iii) Production point(s) for the new item(s) or the item(s) under the new SIN(s) must be 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 120 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 121 of 216 (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: (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 122 of 216 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) (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 123 of 216 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. 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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 124 of 216 (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; (iv) Paid back as a kickback, bribe, in-kind payment, free labor, tip, or tribute; or (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 125 of 216 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 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 126 of 216 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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 127 of 216 (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. (2)Aggravating factors. The Contractor failed to abate an alleged violation or enforce the 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 128 of 216 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 (ii) To the nature and scope of the activities to be performed for the Government, 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 help@befree.org. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 129 of 216 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. (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.). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 130 of 216 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. (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 131 of 216 (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. (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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 132 of 216 (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: (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 133 of 216 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. (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 134 of 216 (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. (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). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 135 of 216 (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. (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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 136 of 216 (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 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 137 of 216 (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. (1) The Contractor shall not in any manner interfere with an employee’s accrual or use of paid 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; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 138 of 216 (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. 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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 139 of 216 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; (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 140 of 216 (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 Contractor’s cost or profit information or other data relevant solely to the Contractor’s 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. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 141 of 216 (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). (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 Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 142 of 216 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. "Electronic office equipment accessibility” means the application/configuration of electronic office equipment (includes hardware, software and firmware) in a manner that accommodates the functional limitations of individuals with disabilities so as to promote productivity and provide access to work 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. End of clause 52.216-22 INDEFINITE QUANTITY (OCT 1995) (a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract. (b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum." (c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 143 of 216 (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the completion of customer order, including options, 60 months following the expiration of the FSS contract ordering period. End of clause 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (MAY 2022) (a)Definitions.As used in this clause – Commercially available off-the-shelf (COTS) item – (1) Means any item of supply 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, 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. Per 46 CFR 525.1(c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo. Employee assigned to the contract means an employee who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee – (1) Normally performs support work, such as indirect or overhead functions; and (2) Does not perform any substantial duties applicable to the contract. Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor. United States, as defined in 8 U.S.C.1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, and the U.S. Virgin Islands. (b)Enrollment and verification requirements. (1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall – Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 144 of 216 (i)Enroll.Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award; (ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and (iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee's assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of – (i)All new employees. (A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (ii)Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (3) If the Contractor is an institution of higher education (as defined at 20 U.S.C.1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract. (4)Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), rather than just those employees assigned to the contract. The Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), within 180 calendar days of – (i) Enrollment in the E-Verify program; or (ii) Notification to E-Verify Operations of the Contractor's decision to exercise this option, using the contact information provided in the E-Verify program Memorandum of Understanding (MOU). (5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 145 of 216 (i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractor's MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official. (ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify. (c)Web site.Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site:https://www.e-verify.gov. (d)Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee – (1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program; (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees and Contractors. (e)Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract that – (1) Is for – (i) Services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or (ii) Construction; (2) Has a value of more than $3,500; and (3) Includes work performed in the United States. End of clause 52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022) (a) This clause does not apply to the unrestricted portion of a partial set-aside. (b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that— (1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and (2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract. (c) Applicability. This clause applies only to— (1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3); Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 146 of 216 (2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3); (3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15; (4) Orders expected to exceed the simplified acquisition threshold and that are— (i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or (ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii); (5)Orders, regardless of dollar value, that are— (i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or (ii)Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and (6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference. (d) Independent contractors. An independent contractor shall be considered a subcontractor. (e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for— (1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract; (2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract; (3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 85 percent subcontract amount that cannot be exceeded; or (4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 75 percent subcontract amount that cannot be exceeded. (f) The Contractor shall comply with the limitations on subcontracting as follows: (1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause— [Contracting Officer check as appropriate.] # By the end of the base term of the contract and then by the end of each subsequent option period; or # By the end of the performance period for each order issued under the contract. (2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order. (g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants. (1)In a joint venture comprised of a small business protégé and its mentor approved by the Small Business Administration, the small business protégé shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protégé in the joint venture must be more than administrative functions. (2)In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions. (End of clause) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 147 of 216 52.219-27 NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET- ASIDE (OCT 2022) (a)Definition.Definition. "Service-disabled veteran-owned small business concern"— (1) Means a small business concern– (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) "Service-disabled veteran" means a veteran, as defined in 38 U.S.C.101(2), with a disability that is service-connected, as defined in 38 U.S.C.101(16). (b)Applicability. This clause applies only to— (1) Contracts that have been set aside for service-disabled veteran-owned small business concerns; (2) Part or parts of a multiple-award contract that have been set aside for service-disabled veteran-owned small business concerns; (3) Orders set aside for service-disabled veteran-owned small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and (4) Orders issued directly to service-disabled veteran-owned small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii). (c) General. (1) Offers are solicited only from service-disabled veteran-owned small business concerns. Offers received from concerns that are not service-disabled veteran-owned small business concerns shall not be considered. (2) Any award resulting from this solicitation will be made to a service-disabled veteran-owned small business concern. (d) A joint venture may be considered a service-disabled veteran owned small business concern if— (1) At least one party to the joint venture complies with the criteria defined in paragraph (a) of this clause and 13 CFR 125.18(b)(2); and (2) Each party to the joint venture is small under the size standard corresponding to the NAICS code assigned to the procurement, or the protégé is small under the size standard corresponding to the NAICS code assigned to the procurement in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under an SBA mentor-protégé program. (e) In a joint venture that complies with paragraph (f) of this clause, the service-disabled veteran-owned small business party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work performed by the service-disabled veteran-owned small business party or parties to the joint venture must be more than administrative functions. (End of clause) 52.219-29 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 148 of 216 AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 2022) (a) Definitions. Economically disadvantaged women-owned small business (EDWOSB) concern,as used in this clause, means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and is certified pursuant to 13 CFR 127.300 as an EDWOSB. It automatically qualifies as a women-owned small business (WOSB) concern eligible under the WOSB Program. WOSB Program Repository means a secure, Web-based application that collects, stores, and disseminates documents to the contracting community and SBA, which verify the eligibility of a business concern for a contract to be awarded under the WOSB Program. (b)Applicability. This clause applies only to— (1) Contracts that have been set aside for, or awarded on a sole-source basis to, EDWOSB concerns; (2) Part or parts of a multiple-award contract that have been set aside for EDWOSB concerns; (3) Orders set aside for EDWOSB concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and (4) Orders issued directly to EDWOSB concerns under multiple-award contracts as described in 19.504(c)(1)(ii). (c) General. (1)For EDWOSB set-aside procurements, offers are solicited only from certified EDWOSB concerns or EDWOSB concerns with a pending application for certification in the Dynamic Small Business Search (DSBS). (2)For EDWOSB sole-source awards, offers are solicited only from certified EDWOSB concerns. (3)Offers received from other concerns will not be considered. (4)Any award resulting from this solicitation will be made to a certified EDWOSB concern. (d)Joint Venture.A joint venture may be considered an EDWOSB concern if— (1) At least one party to the joint venture complies with the criteria defined in paragraph (a) and paragraph (c)(3) of this clause, and 13 CFR 127.506(c); and (2) Each party to the joint venture qualifies as small under the size standard for the solicitation, or the protégé is small under the size standard for the solicitation in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under the SBA mentor-protégé program. (e) In a joint venture that complies with paragraph (d) of this clause, the EDWOSB party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work performed by the EDWOSB party or parties to the joint venture must be more than administrative functions. (End of clause) 52.219-30 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 149 of 216 AWARD TO, WOMEN-OWNED SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM (OCT 2022) (a)Definitions.As used in this clause— Definition. Women-owned small business (WOSB) concern eligible under the WOSB Program (in accordance with 13 CFR part 127), as used in this clause, means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300 as a WOSB. A certified EDWOSB is automatically eligible as a certified WOSB. (b)Applicability. This clause applies only to- (1) Contracts that have been set aside for, or awarded on a sole-source basis to, WOSB concerns eligible under the WOSB Program; (2) Part or parts of a multiple-award contract that have been set aside for WOSB concerns eligible under the WOSB Program; (3) Orders set aside for WOSB concerns eligible under the WOSB Program, under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and (4) Orders issued directly to WOSB concerns eligible under the WOSB Program under multiple-award contracts as described in 19.504(c)(1)(ii). (c)General. (1) For WOSB set-aside procurements, offers are solicited only from certified WOSB concerns eligible under the WOSB Program or WOSB concerns with a pending application for certification status in the Dynamic Small Business Search (DSBS). (2) For WOSB sole-source awards, offers are solicited only from certified WOSB concerns. (3) Offers received from other concerns shall not be considered. (4) Any award resulting from this solicitation will be made to a certified WOSB concern eligible under the WOSB Program. (d)Joint Venture. A joint venture may be considered a WOSB concern eligible under the WOSB Program if— (1) At least one party to the joint venture complies with the criteria defined in paragraph (a) and (c)(3) of this clause, and 13 CFR 127.506(c); and (2) Each party to the joint venture qualifies as small under the size standard for the solicitation, or the protégé is small under the size standard for the solicitation in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under the SBA mentor-protégé program. (e) In a joint venture that complies with paragraph (d) of this clause, the WOSB party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work performed by the WOSB party or parties to the joint venture must be more than administrative functions. (End of clause) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 150 of 216 52.219-3 NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (OCT 2022) (a)Definitions. HUBZone small business concern, as used in this clause, means a small business concern, certified by the Small Business Administration (SBA), that appears on the List of Qualified HUBZone Small Business Concerns maintained by the SBA (13 CFR 126.103). (b)Applicability. This clause applies only to- (1) Contracts that have been set aside or awarded on a sole-source basis to, HUBZone small business concerns; (2) Part or parts of a multiple-award contract that have been set aside for HUBZone small business concerns; (3) Orders set aside for HUBZone small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and (4) Orders issued directly to HUBZone small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii). (c)General. (1) Offers are solicited only from HUBZone small business concerns. Offers received from concerns that are not HUBZone small business concerns will not be considered. (2) Any award resulting from this solicitation will be made to a HUBZone small business concern. (d)Joint Venture. A joint venture may be considered a HUBZone concern if— (1) At least one party to the joint venture is a HUBZone small business concern and complies with 13 CFR 126.616(c); and (2) Each party to the joint venture qualifies as small under the size standard for the solicitation, or the protégé is small under the size standard for the solicitation in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under the SBA mentor-protégé program. (e) A HUBZone joint venture agrees that, in the performance of the contract, at least 40 percent of the aggregate work performed by the joint venture shall be completed by the HUBZone small business parties to the joint venture. Work performed by the HUBZone small business party or parties to the joint venture must be more than administrative functions. (End of clause) C-FSS-370 CONTRACTOR TASKS / SPECIAL REQUIREMENTS (DEC 2022) (a)Security clearances. The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule (MAS). (b)Travel. The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by FAR part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under MAS. Travel in Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 151 of 216 performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does not apply to travel and per diem charges. (c)Certifications, licenses and accreditations. As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses, and accreditations for specific Federal Supply Code (FSC)/Product Service Code (PSC) classifications offered. All costs associated with obtaining/ possessing such certifications, licenses, and accreditations should be factored into the price offered under MAS. (d)Insurance. As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/PSC classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under MAS. (e)Personnel. The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering agencies may require prior approval of additions or replacements to key personnel. (f)Organizational conflicts of interest. Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such an order may be restricted in accordance with FAR part 9.5. (g)Documentation/Standards. The Contractor may be requested to provide products or services in accordance with rules, regulations, Office of Management and Budget orders, standards and documentation as specified by the order. (h)Data/Deliverable requirements. Any required data/deliverables at the order level will be specified or negotiated by the ordering agency. (i)Government-furnished property. As specified by the order, the Government may provide property, equipment, materials or resources as necessary. (j)Availability of funds. Many ordering agencies operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. (k)Overtime. For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate). (End of clause) I-FSS-40 CONTRACTOR TEAM ARRANGEMENTS (DEC 2022) Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with GSAR clause 52.238-80, Industrial Funding Fee and Sales Reporting (i.e., each contractor participating in a contractor team arrangement must report sales and remit the Industrial Funding Fee for all products and services provided under its individual contract). (End of clause) I-FSS-600 CONTRACT PRICE LISTS (DEC 2022) (a)Electronic Contract Data. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 152 of 216 (1) At the time of award, the Contractor will be provided instructions for submitting electronic contract data in a prescribed format as required by GSAR clause 552.238-77, Submission and Distribution of Authorized Federal Supply Schedule (FSS) Price Lists. (2) The Contractor will have a choice to transmit its file submissions electronically through Electronic Data Interchange (EDI) in accordance with the Federal Implementation Convention (IC) or use the application made available at the time of award. The Contractor’s electronic files must be complete, correct, readable, virus free, and contain only those supplies and services, prices, and terms and conditions that were accepted by the Government. They will be added to GSA’s electronic ordering system known as GSA Advantage!®, a menu driven database system that provides online access to contract ordering information, terms and conditions, current pricing, and the option to create an electronic order. The Contractor’s electronic files must be received no later than 30 days after award. Contractors should refer to the GSAR clause at 552.238-88, GSA Advantage!®, for further information. (3) Further details on EDI, ICs, and GSA Advantage! ® can be found in GSAR clause 552.238-103, Electronic Commerce. (4) The Contractor is encouraged to place the GSA logo on their website for those supplies or services covered by this contract. Contractors may link the GSA logo to their FSS price list. Only GSA Schedule holders may use the GSA logo, which is at https://www.gsa.gov/logos. All resultant “web price lists” shown on the Contractor’s website must be in accordance with paragraph (b)(3)(ii) of this clause and nothing other than what was accepted/awarded by the Government may be included. If the Contractor elects to use contract identifiers on its website (either logos or contact number) the website must clearly distinguish between those items awarded on the contract and any other items offered by the Contractor on an open market basis. (5) The Contractor is responsible for keeping all electronic catalogs data current, accurate, and complete; e.g., prices, product deletions and replacements, etc. (b)Federal Supply Schedule Price Lists. (1) The Contractor must prepare and distribute an FSS price list as required by GSAR clause 552.238-77, Submission and Distribution of Authorized Federal Supply Schedule (FSS) Price Lists. (2) The Contractor must prepare an FSS price list by composing a price list in which only those items, terms, and conditions accepted by the Government are included, and which contain only net prices, based upon the commercial price list or commercial market prices less discounts accepted by the Government. The cover page of the FSS price list must include the following statement: "Prices Shown Herein are Net (discount deducted)”. (3) The cover page of the FSS price list must include the following information prepared in the following format: GENERAL SERVICES ADMINISTRATION Federal Acquisition Service Authorized Federal Supply Schedule FSS Price List Online access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA Advantage!®. The website for GSA Advantage!® is: https://www.GSAAdvantage.gov. Schedule title FSC Group, Part, and Section or Standard Industrial Group (as applicable) FSC Class(es)/Product Code(s) and/or Service Codes (as applicable). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 153 of 216 Contract number Contract period Contractor's name, address, and phone number (include toll free WATS number and FAX number, if applicable) Contractor’s internet address/website where Schedule information can be found (as applicable) Contract administration source (if different from preceding entry) Business size For more information on ordering go to the following website: https://www.gsa.gov/schedules. CUSTOMER INFORMATION: The following information should be placed under this heading in consecutively numbered paragraphs in the sequence set forth below. If this information is placed in another part of the FSS price list, a table of contents must be shown on the cover page that refers to the exact location of the information. 1a. Table of awarded special item number(s) with appropriate cross reference to item descriptions and awarded price(s). 1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment discounts, or any other concession affecting price. Contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply. 1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility, and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, the Contractor shall insert “Not applicable” for this item. 2. Maximum order. 3. Minimum order. 4. Geographic coverage (delivery area). 5. Point(s) of production (city, county, and State or foreign country). 6. Discount from list prices or statement of net price. 7. Quantity discounts. 8. Prompt payment terms. The Contractor must insert the following statement after identifying the prompt payment terms: "Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions." 9. Foreign items (list items by country of origin). 10a. Time of delivery. (Contractor insert number of days.) 10b. Expedited Delivery. The Contractor must insert the sentence “Items available for expedited delivery are noted in this price list.” under this heading. The Contractor may use a symbol of its choosing to highlight items in its FSS price list that have expedited delivery. 10c. Overnight and 2-day delivery. The Contractor must indicate whether overnight and 2-day delivery are available. Also, the Contractor must indicate that the ordering activity may contact the Contractor for rates for overnight and 2-day delivery. 10d. Urgent Requirements. The Contractor must note in its FSS price list that ordering agencies can request accelerated delivery for urgent requirements. 11. F.O.B. point(s). 12a. Ordering address(es). 12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3. 13. Payment address(es). 14. Warranty provision. 15. Export packing charges, if applicable. 16. Terms and conditions of rental, maintenance, and repair (if applicable). 17. Terms and conditions of installation (if applicable). 18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). 18b. Terms and conditions for any other services (if applicable). 19. List of service and distribution points (if applicable). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 154 of 216 20. List of participating dealers (if applicable). 21. Preventive maintenance (if applicable). 22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). 22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services offered and show where full details can be found (e.g., Contractor’s website or other location). ICT accessibility standards can be found at https://www.section508.gov/. 23. Unique Entity Identifier (UEI) number. 24. Notification regarding registration in the System for Award Management (SAM) database. (4) Amendments to the FSS price lists must include on the cover page the same information as the current FSS price list plus the title "Supplement No. (sequentially numbered)" and the effective date(s) of such supplements. (5) Accuracy of information and computation of prices is the responsibility of the Contractor. (6) Inclusion of incorrect information in the FSS price list will cause the Contractor to resubmit/correct the FSS price list, and may constitute sufficient cause for termination, pursuant to GSA clause 552.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services, and application of any other remedies as provided by law—including monetary recovery. (End of clause) I-FSS-644 PRODUCTS OFFERED AND SOLD BY VENDORS OTHER THAN THE MANUFACTURER (DEC 2022) (a)Applicability. This clause applies to offerings and sales of products made by Contractors other than the manufacturer of such products. This clause applies specifically to, but is not limited to, Contractors who are resellers and distributors. This clause does not apply to Contractors who are also the manufacturer of the product(s) being offered and sold under this contract. (b)Terms of Offering and Sales. Contractors shall not offer or sell products under this contract for which they do not have authorization, as applicable, and they lack an uninterrupted source of supply sufficient to satisfy the Government’s requirements. (1) Manufacturer Authorization Program. (i)For products that manufacturers manage through any “authorized supplier”, “controlled distribution”, or other similar program, the Contractor shall be included in such a program to sell products to the Government. The Government will rely on information provided by the manufacturer to identify such authority, to the extent provided by the manufacturer. (ii) If the Contractor is not included in any authorization program, then sales of those products under this contract are not permitted. (iii) For products that manufacturers do not manage through any authorization program, the Contractor need only provide the uninterrupted source of supply as required by paragraph (b)(2) of this clause. (2) Uninterrupted Source of Supply.The Contractor shall provide evidence of, and shall maintain, an uninterrupted source of supply sufficient to satisfy the Government’s requirements for all products on its contract. (3) Manufacturer Prohibitions.The Contractor shall not offer or sell any product under this contract that the manufacturer of the product has prohibited the Contractor from selling. (c)Discrepancies. In the event that the Government becomes aware of any discrepancy regarding a Contractor’s authorization program status, uninterrupted source of supply, or manufacturer prohibition, the Contracting Officer will give written notice of such discrepancy to the Contractor. The Contractor shall have 30 days to respond to the discrepancy. Failure to respond to or resolve (as applicable) a notice of discrepancy may result in cancellation of this contract, in whole or in part, in accordance with GSAR clause 552.238-79, Cancellation. (End of clause) I-FSS-973 PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (DEC 2022) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 155 of 216 If eligible non-federal ordering activities are subject to a State prompt payment law, the terms and conditions of the applicable State law apply to the orders placed under this contract by such activities. If eligible non-federal ordering activities are not subject to a State prompt payment law, the terms and conditions of the Federal Prompt Payment Act as reflected in GSAR clause 552.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services, apply to such activities in the same manner as to Federal ordering activities. G-FSS-900-C CONTACT FOR CONTRACT ADMINISTRATION (DEC 2022) Offerors should complete paragraphs (a) and (b) of this clause if providing both domestic and overseas delivery. Complete paragraph (a) of this clause if providing domestic delivery only. Complete paragraph (b) of this clause if providing overseas delivery only. The Contractor shall designate a person to serve as the contract administrator for the contract both domestically and overseas. The contract administrator is responsible for overall compliance with contract terms and conditions. The contract administrator is also the responsible official for issues concerning GSAR clause 552.238-80, Industrial Funding Fee and Sales Reporting, including reviews of Contractor records. The Contractor’s designation of representatives to handle certain functions under this contract does not relieve the contract administrator of responsibility for contract compliance. Any changes to the designated individual must be provided to the Contracting Officer in writing, with the proposed effective date of the change. (a)Domestic. NAME ______________________________________________________________________ TITLE ______________________________________________________________________ ADDRESS ___________________________________________________________________ ZIP CODE ___________________________________________________________________ TELEPHONE NO. (_______) __________________ FAX NO. ________________________ E-MAIL ADDRESS ___________________________________________________________ (b)Overseas. Overseas contact points are mandatory for local assistance with the resolution of any delivery, performance, or quality complaint from ordering agencies. (Also, see the requirement in GSAR clause 552.238-97, Parts and Service) At a minimum, a contact point must be furnished for each area in which deliveries are contemplated, e.g., Europe, South America, Far East, etc. NAME ______________________________________________________________________ TITLE ______________________________________________________________________ ADDRESS ___________________________________________________________________ ZIP CODE ___________________________________________________________________ TELEPHONE NO. (_______) __________________ FAX NO. ________________________ E-MAIL ADDRESS ___________________________________________________________ (End of provision) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 156 of 216 I-FSS-106 GUARANTEED MINIMUM (DEC 2022) (a) The guaranteed minimum that the Government agrees to order during the period of this contract is $2,500. If the Contractor receives total orders for less than $2,500 during the term of the contract, the Government will pay the difference between the amount ordered and $2,500. (b) Payment of any amount due under this clause shall be contingent upon the Contractor’s timely submission of reportable sales and fees and receipt of the close-out sales report pursuant to GSAR clause 552.238-80, Industrial Funding Fee and Sales Reporting. (c) The guaranteed minimum applies only if the contract expires or contract cancellation is initiated by the Government. The guaranteed minimum does not apply if the contract is terminated for cause or if the contract is canceled at the request of the Contractor. 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (MAR 2023) (a) (1) In accordance with 31 U.S.C. 3903 and 10 U.S.C. 3801, within 15 days after receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor. (2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor. (b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act. (c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services. (End of clause) 52.204-27 PROHIBTION ON A BYTEDANCE COVERED APPLICATION (JUN 2023) (a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited. Information technology, as defined in 40 U.S.C. 11101(6)— (1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use— Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 157 of 216 (i) Of that equipment; or (ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product; (2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but (3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract. (b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M-23-13. (c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services. (End of clause) 552.219-74 SECTION 8(a) DIRECT AWARD (SEP 1999) (a) This contract is issued as a direct award between the contracting activity and the 8(a)Contractor pursuant to the Memorandum of Understanding between the Small Business Administration (SBA) and the General Services Administration. SBA retains the responsibility for 8(a)certifications, 8(a)eligibility determinations, and related issues, and will provide counseling and assistance to the 8(a)contractor under the 8(a)program. The cognizant SBA district office is: [Complete at time of award] (b) The contracting activity is responsible for administering the contract and taking any action on behalf of the Government under the terms and conditions of the contract. However, the contracting activity shall give advance notice to SBA before it issues a final notice terminating performance, either in whole or in part, under the contract. The Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 158 of 216 contracting activity shall also coordinate with SBA prior to processing any advance payments or novation agreements. The contracting activity may assign contract administration functions to a contract administration office. (c) The Contractor agrees: (1)To notify the Contracting Officer, simultaneous with its notification to SBA (as required by SBA’s 8(a)regulations), when the owner or owners upon whom 8(a)eligibility is based plan to relinquish ownership or control of the concern. Consistent with 15 U.S.C. 637(a)(21), transfer of ownership or control shall result in termination of the contract for convenience, unless SBA waives the requirement for termination prior to the actual relinquishing of ownership and control. (2)To the requirements of 52.219-14, Limitations on Subcontracting. (End of clause) 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS (OCT 2022) (DEVIATION) (a) Offers are solicited only from— (1) Small business concerns expressly certified by the Small Business Administration (SBA) for participation in SBA's 8(a) program and which meet the following criteria at the time of submission of offer— (i) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and (ii)The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by SBA; (2) A joint venture, in which at least one of the 8(a) program participants that is a party to the joint venture complies with the criteria set forth in paragraph (a)(1) of this clause, that complies with 13 CFR 124.513(c); or (3) A joint venture— (i) That is comprised of a mentor and an 8(a) protégé with an approved mentor-protégé agreement under the 8(a) program; (ii) In which at least one of the 8(a) program participants that is a party to the joint venture complies with the criteria set forth in paragraph (a)(1) of this clause; and (iii) That complies with 13 CFR 124.513(c). (b) By submission of its offer, the Offeror represents that it meets the applicable criteria set forth in paragraph (a) of this clause. (c) Any award resulting from this solicitation will be made directly by the Contracting Officer to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation. (d) The ____________ [insert name of SBA's contractor]will notify the____________ [insert name of contracting agency]Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock. (End of clause) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 159 of 216 552.238-80 INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020) (ALTERNATE I MAY 2023) (a) Definition. “Transactional data” encompasses the historical details of the products or services delivered by the Contractor during the performance of task or delivery orders issued against this contract. (b) Reporting of Transactional Data. The Contractor must report all transactional data under this contract as follows: (1) The Contractor must electronically report transactional data by utilizing the automated reporting system at an Internet website designated by the General Services Administration (GSA) or by uploading the data according to GSA instructions. GSA will post registration instructions and reporting procedures on the Vendor Support Center website, https://vsc.gsa.gov. The reporting system website address, as well as registration instructions and reporting procedures, will be provided at the time of award or inclusion of this clause in the contract. (2) The Contractor must provide, at no additional cost to the Government, the following transactional data elements, as applicable: (i) Contract or Blanket Purchase Agreement (BPA) Number. (ii) Delivery/Task Order Number/Procurement Instrument Identifier (PIID). (iii) Non Federal Entity. (iv) Description of Deliverable. (v) Manufacturer Name. (vi) Manufacturer Part Number. (vii) Unit Measure (each, hour, case, lot). (viii) Quantity of Item Sold. (ix) Universal Product Code. (x) Price Paid per Unit. (xi) Total Price. Note to paragraph (b)(2):The Contracting Officer may add data elements to the standard elements listed in paragraph (b)(2) of this section with the approvals listed in GSAM 507.105(b)(3). (3) The contractor must report transactional data within 30 calendar days from the last calendar day of the month. If there was no contract activity during the month, the Contractor must submit a confirmation of no reportable transactional data within 30 calendar days of the last calendar day of the month. (4) The Contractor must report the price paid per unit, total price, or any other data elements with an associated monetary value listed in (b)(2) of this section, in U.S. dollars. (5) The reported price paid per unit and total price must include the Industrial Funding Fee (IFF). (6) The Contractor must maintain a consistent accounting method of transactional data reporting, Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 160 of 216 based on the Contractor's established commercial accounting practice. (7) Reporting Points. (i) The acceptable points at which transactional data may be reported include- (A) Issuance of an invoice; or (B) Receipt of payment. (ii) The Contractor must determine whether to report transactional data on the basis of invoices issued or payments received. (8) The Contractor must continue to furnish reports, including confirmation of no transactional data, through physical completion of the last outstanding task or delivery order of the contract. (9) Unless otherwise expressly stated by the ordering activity, orders that contain classified information or other or information that would compromise national security are exempt from this reporting requirement. (10) This clause does not exempt the Contractor from fulfilling existing reporting requirements contained elsewhere in the contract. (11) GSA reserves the unilateral right to change reporting instructions following 60 calendar days' advance notification to the Contractor. (c) Industrial Funding Fee (IFF). (1) This contract includes an IFF charged on orders placed against this contract. The IFF is paid by the authorized ordering activity but remitted to GSA by the Contractor. The IFF reimburses GSA for the costs of operating the Federal Supply Schedule program, 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 benefiting other authorized GSA programs, in accordance with 40 U.S.C. 321. (2) GSA has the unilateral right to change the fee amount at any time, but not more than once per year; GSA will provide reasonable notice prior to the effective date of any change. GSA will post notice of the current IFF on the Vendor Support Center website at https://vsc.gsa.gov. (3) Offerors must include the IFF in their prices. The fee is included in the awarded price(s) and reflected in the total amount charged to ordering activities. The fee will not be included in the price of non-contract items purchased pursuant to a separate contracting authority, such as a Governmentwide Acquisition Contract (GWAC); a separately awarded Federal Acquisition Regulation (FAR) Part 12, FAR Part 13, FAR Part 14, or FAR Part 15 procurement; or a non-FAR contract. (4) The Contractor must remit the IFF to GSA in U.S. dollars within 30 calendar days after the last calendar day of the reporting quarter; final payment must be remitted within 30 calendar days after physical completion of the last outstanding task order or delivery order issued against the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 161 of 216 contract. (5) GSA reserves the unilateral right to change remittance instructions following 60 calendar days' advance notification to the Contractor. (d) The Contractor's 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 offsetting payments and interest on the debt (see FAR clause 52.232-17, Interest). If the Contractor fails to submit the required transactional data reports, falsifies them, or fails to timely pay the IFF, these reasons constitute sufficient cause for the Government to terminate the contract for cause. 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 applies to contracts participating in the Transactional Data Reporting (TDR) Pilot. 552.238-113 SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (MAY 2023) (a) This solicitation is issued to establish contracts which may be used on a nonmandatory basis by the agencies and activities named below, as a source of supply for the supplies or services described herein, for domestic and/or overseas delivery. For the Wireless Mobility Services Special Item Number ONLY, limited geographic coverage (consistent with the Offeror's commercial practice) may be proposed. (1) Executive agencies (as defined in FAR Subpart 2.1) including nonappropriated fund activities as prescribed in 41 CFR 101-26.000; (2) Government contractors authorized in writing by a Federal agency pursuant to FAR 51.1; (3) Mixed ownership Government corporations (as defined in the Government Corporation Control Act); (4) Federal Agencies, including establishments in the legislative or judicial branch of government (except the Senate, the House of Representatives and the Architect of the Capitol and any activities under the direction of the Architect of the Capitol). (5) The District of Columbia; (6) Tribal governments when authorized under 25 USC 450j(k); (7) Tribes or tribally designated housing entities pursuant to 25 U.S.C. 4111(j); (8) Qualified Nonprofit Agencies as authorized under 40 USC 502(b); and (9) Organizations, other than those identified in paragraph (d) of this clause, authorized by GSA pursuant to statute or regulation to use GSA as a source of supply. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 162 of 216 (b)Definitions. “Domestic delivery” is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. “Overseas delivery” is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. territories (c) Offerors are requested to check one of the following boxes: ____ Contractor will provide domestic and overseas delivery. ____ Contractor will provide overseas delivery only. ____ Contractor will provide domestic delivery only. (d) The following activities may place orders against Schedule contracts: (1) State and local government may place orders against Consolidated Schedule contracts containing information technology or security and protection Special Item Numbers, on an optional basis; provided, the Contractor accepts order(s) from such activities; (2) The American National Red Cross may place orders against Federal Supply Schedules for products and services in furtherance of the purposes set forth in its Federal charter (36 U.S.C. 300102); provided, the Contractor accepts order(s) from the American National Red Cross; and (3) Other qualified organizations, as defined in section 309 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5152), may place orders against Federal Supply Schedules for products and services determined to be appropriate to facilitate emergency preparedness and disaster relief and set forth in guidance by the Administrator of General Services, in consultation with the Administrator of the Federal Emergency Management Agency; provided, the Contractor accepts order(s) from such activities. (4) State and local governments may place orders against Federal Supply Schedules for good or services determined by the Secretary of Homeland Security to facilitate recovery from a major disaster declared by the President under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121, et seq.) to facilitate disaster preparedness or response, or to facilitate recovery from terrorism or nuclear, biological, chemical, or radiological attack; provided, the Contractor accepts order(s) from such activities. (e) Articles or services may be ordered from time to time in such quantities as may be needed to fill any requirement, subject to the Order Limitations thresholds which will be specified in resultant contracts. Overseas activities may place orders directly with schedule contractors for delivery to CONUS port or consolidation point. (f) (1) The Contractor is obligated to accept orders received from activities within the Executive branch of the Federal Government. (2) The Contractor is not obligated to accept orders received from activities outside the Executive branch; however, the Contractor is encouraged to accept such orders. If the Contractor elects to accept such orders, all provisions of the contract shall apply, including clause 52.232-36 Payment by Third Party. If the Contractor is unwilling to accept such orders, and the proposed method of payment is not through the Credit Card, the Contractor shall return the order by mail or other means of delivery within 5 workdays from receipt. If the Contractor is unwilling to accept such orders, and the proposed method of payment is through the Credit Card, the Contractor must so advise the ordering activity within 24 hours of receipt of order. (Reference clause 52.232-36 Payment by Third Party.) Failure to return an order or advise the ordering activity within the time Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 163 of 216 frames of this paragraph shall constitute acceptance whereupon all provisions of the contract shall apply. (g) The Government is obligated to purchase under each resultant contract a guaranteed minimum of $2,500 (two thousand, five hundred dollars) during the contract term. (h) All users of GSA's Federal Supply Schedules, including non-Federal users, shall use the schedules in accordance with the ordering guidance provided by the Administrator of General Services. GSA encourages non-Federal users to follow the Schedule Ordering Procedures set forth in the Federal Acquisition Regulation (FAR) 8.4, but they may use different established competitive ordering procedures if such procedures are needed to satisfy their state and local acquisition regulations and/or organizational policies. 552.238-117 PRICE ADJUSTMENT—FAILURE TO PROVIDE ACCURATE INFORMATION (OCT 2023) (a) The Government, at its election, may reduce the price of this contract or contract modification if the Contracting Officer determines after award of this contract or contract modification that the price negotiated was increased by a significant amount because the Contractor failed to: (1) provide information required by this solicitation/contract or otherwise requested by the Government; or (2) submit information that was current, accurate, and complete; or (3) disclose changes in the Contractor’s commercial pricelist(s), discounts or discounting policies which occurred after the original submission and prior to the completion of negotiations. (b) The Government will consider information submitted to be current, accurate and complete if the data is current, accurate and complete as of 14 calendar days prior to the date it is submitted. (c) If any reduction in the contract price under this clause reduces the price for items for which payment was made prior to the date of the modification reflecting the price reduction, the Contractor shall be liable to and shall pay the United States— (1) The amount of the overpayment; and (2) Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to the Contractor to the date the Government is repaid by the Contractor at the applicable underpayment rate effective each quarter prescribed by the Secretary of Treasury under 26 U.S.C.6621(a)(2). (d) Failure to agree on the amount of the decrease shall be resolved as a dispute. (e) In addition to the remedy in paragraph (a) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract. (End of clause) I-FSS-639 CONTRACT SALES CRITERIA (SEP 2023) The Federal Supply Schedule (FSS) Contracting Officer may decide not to exercise the first option to extend the term of the contract if the Contractor’s reported sales are not expected to exceed $100,000 within the first 60 months following contract award. The FSS Contracting Officer may Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 164 of 216 decide not to exercise subsequent options to extend the term of the contract if the Contractor's reported sales did not exceed $125,000 each 60 month period thereafter. (End of clause) 552.212-71 CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITIONS OF COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2023) (a) The Contractor agrees to comply with any clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial products, including commercial components, and commercial services. The clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The Contracting Officer should check the clauses in paragraph (b) that apply or delete the clauses that do not apply from the list. The Contracting Officer may add the date of the clause if desired for clarity. The GSAR clauses[ ]in paragraph (b) of this section are incorporated by reference. (b) Clauses. X 552.203-71 Restriction on Advertising Varies by Category, Subcategory and SIN 552.211-73 Marking Varies by Category, Subcategory and SIN 552.219-70 Allocation of Orders—Partially Set-Aside Items X 552.229-70 Federal, State, and Local Taxes Varies by Category, Subcategory and SIN 552.232-72 Final Payment Under Building Services Contracts Varies by Category, Subcategory and SIN 552.237-71 Qualifications of Employees N/A 552.242-70 Status Report of Orders and Shipments (End of Clause) 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) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement provisions of law or Executive Orders applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The contracting officer should either check the provisions and clauses that apply or delete the provisions and clauses that do not apply from the lists in paragraphs (a) and (b). The contracting officer may add the date of the provision or clause if desired for clarity. The GSAR following provisions in paragraph (a) and GSAR clauses [in paragraph (b)] are incorporated by reference. (a) Provisions. Varies by Category, Subcategory and SIN 552.223-72 Hazardous Material Information Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 165 of 216 (b) Clauses. * ______* 552.215-70 Examination of Records by GSA Varies by Category, Subcategory and SIN 552.223-70 Hazardous Substances. Varies by Category, Subcategory and SIN 552.223-71 Nonconforming Hazardous Material. X 552.223-73 Preservation, Packaging, Packing, Marking and Labeling of Hazardous Materials (HAZMAT) for Shipments. X 552.232-23 Assignment of Claims (End of Clause) 52.225-5 TRADE AGREEMENTS (NOV 2023) (a) Definitions. As used in this clause- “Caribbean Basin country end product”— (1) Means an article that- (i) (A) Is wholly the growth, product, or manufacture of a Caribbean Basin country; or (B) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Caribbean Basin country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed; and (ii)Is not excluded from duty-free treatment for Caribbean countries under 19 U.S.C.2703 (b). (A) For this reason, the following articles are not Caribbean Basin country end products: (1) Tuna prepared or preserved in any manner in airtight containers; (2) Petroleum, or any product derived from petroleum; (3) Watches and watch parts (including cases, bracelets, and straps) of whatever type including, but not limited to, mechanical, quartz digital, or quartz analog, if such watches or watch parts contain any material that is the product of any country to which the Harmonized Tariff Schedule of the United States (HTSUS) column2 rates of duty apply (i.e., Afghanistan, Cuba, Laos, North Korea, and Vietnam); and (4) Certain of the following: textiles and apparel articles; footwear, handbags, luggage, flat goods, work gloves, and leather wearing apparel; or handloomed, handmade, and folklore articles; (B) Access to the HTSUS to determine duty-free status of articles of these Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 166 of 216 types is available at https://usitc.gov/tata/hts/index.htm. In particular, see the following: (1) General Note3(c), Products Eligible for Special Tariff treatment. (2) General Note17, Products of Countries Designated as Beneficiary Countries under the United States-Caribbean Basin Trade Partnership Act of 2000. (3) Section XXII, Chapter 98, Subchapter II, Articles Exported and Returned, Advanced or Improved Abroad, U.S. Note7(b). (4) Section XXII, Chapter 98, Subchapter XX, Goods Eligible for Special Tariff Benefits under the United States-Caribbean Basin Trade Partnership Act; and (2) Refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the acquisition, includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. “Designated country” means any of the following countries: (1) A World Trade Organization Government Procurement Agreement (WTO GPA) country (Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, North Macedonia, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan (known in the World Trade Organization as “the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu (Chinese Taipei)”), Ukraine, or United Kingdom); (2) A Free Trade Agreement (FTA) country (Australia, Bahrain, Chile, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Korea (Republic of), Mexico, Morocco, Nicaragua, Oman, Panama, Peru, or Singapore); (3) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, South Sudan, Tanzania, Timor-Leste, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or (4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, Bonaire, British Virgin Islands, Curacao, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saba, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Sint Eustatius, Sint Maarten, or Trinidad and Tobago). “Designated country end product” means a WTO GPA country end product, an FTA country end product, a least developed country end product, or a Caribbean Basin country end product. “End product” means those articles, materials, and supplies to be acquired under the contract for public use. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 167 of 216 “Free Trade Agreement country end product” means an article that- (1)Is wholly the growth, product, or manufacture of a Free Trade Agreement (FTA) country; or (2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an FTA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. “Least developed country end product” means an article that- (1)Is wholly the growth, product, or manufacture of a least developed country; or (2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a least developed country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product, includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.-made end product” means an article that is mined, produced, or manufactured in the United States or that is substantially transformed in the United States into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. “WTO GPA country end product” means an article that- (1) Is wholly the growth, product, or manufacture of a WTO GPA country; or (2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a WTO GPA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services, (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. (b)Delivery of end products. The Contracting Officer has determined that the WTO GPA and FTAs apply to this acquisition. Unless otherwise specified, these trade agreements apply to all items in the Schedule. The Contractor shall deliver under this contract only U.S.-made or designated country end products except to the extent that, in its offer, it specified delivery of other end products in the provision entitled “Trade Agreements Certificate.” End of clause 552.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION – FEB 2007) (FAR DEVIATION - JAN 2023) (a)Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 168 of 216 the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights — (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b)Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the credit card), the Contractor may not assign its rights to receive payment under this contract. (c)Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d)Disputes. This contract is subject to 41 U.S.C.chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR)52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e)Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (f)Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g)Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include — (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on an Government bill of lading; (vi) Terms of any discount for prompt payment offered; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 169 of 216 (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g.,52.232-33,Payment by Electronic Funds Transfer — System for Award Management, or 52.232-34,Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures. (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) The due date for making invoice payments by the designated payment office is the later of the following two events: (i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements. (ii) The 10th day after Government acceptance of supplies delivered or services-performed by the Contractor. (h)Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i)Payment. (1)Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. (2)Prompt payment.The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR part 1315. (3)Electronic Funds Transfer (EFT).If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (4)Discount.In connection with any discount offered for early payment, time shall be computed from the date 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 specified payment date if an electronic funds transfer payment is made. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 170 of 216 (5)Overpayments.If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall — (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the — (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract 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 (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if — (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. (vi) The interest charge shall be computed for the actual number of calendar days Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 171 of 216 involved beginning on the due date and ending on — (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of an Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract. (j)Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination. (k)Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l)Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. (m)Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n)Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession. (o)Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p)Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 172 of 216 (q)Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r)Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;18 U.S.C.431 relating to officials not to benefit;40 U.S.C.chapter 37, Contract Work Hours and Safety Standards;41 U.S.C.chapter 87, Kickbacks; “10 U.S.C.4701” relating to whistleblower protections;49 U.S.C.40118, Fly American; and 41 U.S.C.chapter 21 relating to procurement integrity. (s)Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements – Unenforceable Clauses paragraphs of this clause. (3) The clause at 52.212-5. (4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the Commercial Supplier Agreements – Unenforceable Clauses provision. (5) Solicitation provisions if this is a solicitation. (6) Other paragraphs of this clause. (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t) [Reserved] (u)Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such language, provision, or clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 173 of 216 (2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. (w)Commercial supplier agreements – unenforceable clauses.When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement: (1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the Government, the following shall apply: (i)Applicability. This agreement is a part of a contract between the commercial supplier and the Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders under FAR Part 12). (ii)End user. This agreement shall bind the Government as end user but shall not operate to bind an Government employee or person acting on behalf of the Government in his or her personal capacity. (iii)Law and disputes. This agreement is governed by Federal law. (A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted. (iv)Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes). (v)Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi)Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement terms if they are not material. A material change is defined as: (1) Terms that change the Government’s rights or obligations; (2) Terms that increase Government prices; (3) Terms that decrease overall level of service; or Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 174 of 216 (4) Terms that limit any other Government right addressed elsewhere in this contract. (B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification. (C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them. (vii)No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative. (viii)Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516. (ix)Audits.Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the Government, will be resolved in accordance with subparagraph (d) (Disputes); no payment obligation shall arise on the part of the Government until the conclusion of the dispute process. (C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government. (x)Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract. (xi)Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under subparagraph (b) of this clause. (xii)Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement. (2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 175 of 216 preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency. Note: Regulation 552.212-4 This clause applies to fixed price orders. 552.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (FAR DEVIATION - JAN 2023) (ALTERNATE I - NOV 2021) (DEVIATION - FEB 2007 (a)Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work. (2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. (3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier. (4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5) (i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may — (A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or (B) Terminate this contract for cause. (ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract. (6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 176 of 216 Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to — (i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or (ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified. (7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract. (8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract. (9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property. (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract. (c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d) Disputes. This contract is subject to 41 U.S.C.chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR)52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e)Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause — (i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service. (ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are — (A) Performed by the contractor; (B) Performed by the subcontractors; or (C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 177 of 216 (iii)Materials means — (A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control; (B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract; (C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); (D) The following subcontracts for services which are specifically excluded from the hourly rate: Each order must list separately subcontracts for services excluded from the FSS Hourly Rates; and (E) Indirect costs specifically provided for in this clause. (iv)Subcontract means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (f)Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include— (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 178 of 216 invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g.,52.232-33,Payment by Electronic Funds Transfer—System for Award Management,or 52.232-34,Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures. (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) The due date for making invoice payments by the designated payment office is the later of the following two events: (i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements. (ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor. (h)Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i)Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer: (i) Hourly rate. (A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis. (B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer. (C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 179 of 216 (D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract. (E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. (1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated. (2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. (3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer. (ii) Materials. (A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the — (1) Quantities being acquired; and (2) Any modifications necessary because of contract requirements. (B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor — (1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or (2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice. (C) To the extent able, the Contractor shall — (1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and (2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract. (D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed. (1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:Each order must list separately the elements of other direct costs for that order. (2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 180 of 216 Each order must list separately the fixed amount for the indirect costs and payment schedule; if no indirect costs are approved, insert “None.” (2)Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract. (3)Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price. (4)Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer): (i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract; (ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment — (A) The original timecards (paper-based or electronic); (B) The Contractor’s timekeeping procedures; (C) Contractor records that show the distribution of labor between jobs or contracts; and (D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices. (iii) For material and subcontract costs that are reimbursed on the basis of actual cost — (A) Any invoices or subcontract agreements substantiating material costs; and (B) Any documents supporting payment of those invoices. (5)Overpayments/Underpayments. Each payment previously made shall be subject to reduction Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 181 of 216 to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall — (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the — (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) (i) All amounts that become payable by the Contractor to the Government under this contract 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, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid. (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if — (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.607-2). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 182 of 216 (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on — (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract. (viii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion. (7)Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions. (i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor. (ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier. (iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents. (8)Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR part 1315. (9)Electronic Funds Transfer (EFT).If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (10)Discount.In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 183 of 216 (j)Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination. (k)Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l)Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided. (m)Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n)Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession. (o)Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p)Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items. (q)Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r)Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;18 U.S.C.431 relating to officials not to benefit;40 U.S.C.chapter 37, Contract Work Hours and Safety Standards;41 U.S.C.chapter 87, Kickbacks;10 U.S.C.4701 relating to whistleblower protections;49 U.S.C.40118, Fly American; and 41 U.S.C.chapter 21 relating to procurement integrity. (s)Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 184 of 216 (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements - Unenforceable Clauses paragraphs of this clause. (3) The clause at 52.212-5. (4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the Commercial Supplier Agreements - Unenforceable Clauses provision. (5) Solicitation provisions if this is a solicitation. (6) Other paragraphs of this clause. (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t)[Reserved]. (u)Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.1341), the following shall govern: (i) Any such language, provision, or clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement. (2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. (w)Commercial supplier agreements–unenforceable clauses. When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement: (1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply: Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 185 of 216 (i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR Part 12). (ii) End user. This agreement shall bind the Government as end user but shall not operate to bind an Government employee or person acting on behalf of the Government in his or her personal capacity. (iii) Law and disputes. This agreement is governed by Federal law. (A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted. (iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes). (v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi) Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement terms if they are not material. A material change is defined as: (1) Terms that change Government rights or obligations; (2) Terms that increase Government prices; (3) Terms that decrease overall level of service; or (4) Terms that limit any other Government right addressed elsewhere in this contract. (B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification. (C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them. (vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 186 of 216 without prior express consent by an authorized Government representative. (viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C.516. (ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the Government, will be resolved in accordance with subparagraph (d) (Disputes); no payment obligation shall arise on the part of the Government until the conclusion of the dispute process. (C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government. (x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract. (xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government’s prior approval, except as expressly permitted under subparagraph (b) of this clause. (xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement. (2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency. Note: Regulation 552.212-4 This clause applies to Time-and-Materials or Labor Hour orders. 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB COVERED ENTITIES (DEC 2023) (a)Definitions.As used in this clause — Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 187 of 216 Kaspersky Lab covered article means any hardware, software, or service that — (1) Is developed or provided by a Kaspersky Lab covered entity; (2) Includes any hardware, software, or service developed or provided in whole or in part by a Kaspersky Lab covered entity; or (3) Contains components using any hardware or software developed in whole or in part by a Kaspersky Lab covered entity. Kaspersky Lab covered entity means — (1) Kaspersky Lab; (2) Any successor entity to Kaspersky Lab, including any change in name,e.g.,“Kaspersky” (3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or (4) Any entity of which Kaspersky Lab has a majority ownership. (b)Prohibition.Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115–91) prohibits Government use of any Kaspersky Lab covered article. The Contractor is prohibited from — (1) Providing any Kaspersky Lab covered article that the Government will use on or after October 1, 2018; and (2) Using any Kaspersky Lab covered article on or after October 1, 2018, in the development of data or deliverables first produced in the performance of the contract. (c)Reporting requirement. (1) In the event the Contractor identifies a Kaspersky Lab covered article provided to the Government during contract performance, or the Contractor is notified of such by a subcontractor at any tier or any other source, the Contractor shall report, in writing, to the Contracting Officer or, in the case of the Department of Defense, 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 (c)(1) of this clause: (i) Within 3 business days from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) 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 report pursuant to paragraph (c)(1) 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 a Kaspersky Lab covered article, any reasons that led to the use or submission of the Kaspersky Lab covered article, and any additional efforts that will be incorporated to prevent future use or submission of Kaspersky Lab covered articles. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 188 of 216 (d)Subcontracts.The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services. 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (NOV 2023) (a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies established at 41 U.S.C.4712 and Federal Acquisition Regulation (FAR) 3.900 through 3.905. (b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C.4712, as described in FAR 3.900 through 3.905. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts. (End of clause) 52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (NOV 2023) (a)Applicability. This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in- (1) Israel, and the anticipated value of the acquisition is $50,000 or more; (2) Mexico, and the anticipated value of the acquisition is $92,319 or more; or (3) Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, North Macedonia, Norway,, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or the United Kingdom and the anticipated value of the acquisition is $183,000 or more. (b)Cooperation with Authorities. To enforce the laws prohibiting the manufacture or importation of products mined, produced, or manufactured by forced or indentured child labor, authorized officials may need to conduct investigations to determine whether forced or indentured child labor was used to mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or the equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the contracting agency, the Department of the Treasury, or the Department of Justice by providing reasonable access to records, documents, persons, or premises upon reasonable request by the authorized officials. (c)Violations. The Government may impose remedies set forth in paragraph (d) for the following violations: (1) The Contractor has submitted a false certification regarding knowledge of the use of forced or indentured child labor for listed end products. (2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this clause, with an investigation of the use of forced or indentured child labor by an Inspector General, Attorney General, or the Secretary of the Treasury. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 189 of 216 (3) The Contractor uses forced or indentured child labor in its mining, production, or manufacturing processes. (4) The Contractor has furnished under the contract end products or components that have been mined, produced, or manufactured wholly or in part by forced or indentured child labor. (The Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause unless sufficient evidence indicates that the Contractor knew of the violation.) (d)Remedies. (1) The Contracting Officer may terminate the contract. (2) The suspending official may suspend the Contractor in accordance with procedures in FAR subpart 9.4. (3) The debarring official may debar the Contractor for a period not to exceed 3 years in accordance with the procedures in FAR subpart 9.4. End of clause 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (SEP 2023) (a) Definitions. As used in this contract — HUBZone small business concern means a small business concern that meets the requirements described in 13 CFR 126.200, certified by the Small Business Administration (SBA) and designated by SBA as a HUBZone small business concern in the Dynamic Small Business Search (DSBS) and SAM. “Service-disabled veteran-owned small business concern” — (1) Means a small business concern — (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C.101(2), with a disability that is service-connected, as defined in 38 U.S.C.101(16). Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation and qualified as a small business under the criteria and size standards in 13 CFR part 121, including the size standard that corresponds to the NAICS code assigned to the contract or subcontract Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that- (1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by- (i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 190 of 216 economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and (ii) ) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition. “Veteran-owned small business concern” means a small business concern — (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C.101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. “Women-owned small business concern” means a small business concern — (1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (b) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns. (c) (1) A joint venture qualifies as a small business concern if— (i) Each party to the joint venture qualifies as small under the size standard for the solicitation; or (ii) The protégé is small under the size standard for the solicitation in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under a SBA mentor-protégé program. (2) A joint venture qualifies as— (i)A service-disabled veteran-owned small business concern if it complies with the requirements in 13 CFR part 125; or (ii)A HUBZone small business concern if it complies with the requirements in 13 CFR 126.616(a) through (c). (d) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor's compliance with this clause. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 191 of 216 (e) (1) The Contractor may accept a subcontractor's written representations of its size and socioeconomic status as a small business, small disadvantaged business, veteran-owned small business, service-disabled veteran-owned small business, or a women-owned small business if the subcontractor represents that the size and socioeconomic status representations with its offer are current, accurate, and complete as of the date of the offer for the subcontract. (2) The Contractor may accept a subcontractor's representations of its size and socioeconomic status as a small business, small disadvantaged business, veteran-owned small business, service-disabled veteran-owned small business, or a women-owned small business in the System for Award Management (SAM) if– (i) The subcontractor is registered in SAM; and (ii) The subcontractor represents that the size and socioeconomic status representations made in SAM are current, accurate and complete as of the date of the offer for the subcontract. (3) The Contractor may not require the use of SAM for the purposes of representing size or socioeconomic status in connection with a subcontract. (4) In accordance with 13 CFR 121.411, 126.900, 127.700, and 128.600, a contractor acting in good faith is not liable for misrepresentations made by its subcontractors regarding the subcontractor's size or socioeconomic status. (5) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing SAM or by accessing DSBS at https://web.sba.gov/pro-net/search/dsp_dsbs.cfm. If the subcontractor is a joint venture, the Contractor shall confirm that at least one party to the joint venture is certified by SBA as a HUBZone small business concern. The Contractor may confirm the representation by accessing SAM. (End of clause) 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (SEP 2023) (ALT II NOV 2016) (a) This clause does not apply to small business concerns. (b)Definitions. As used in this clause— Alaska Native Corporation (ANC) means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C.1601, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at 43 U.S.C.1626(e)(1). This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C.1626(e)(2). Commercial plan means a subcontracting plan (including goals) that covers the offeror’s fiscal year and that applies to the entire production of commercial products and commercial services sold by either the entire company or a portion thereof (e.g., division, plant, or product line). Commercial product means a product that satisfies the definition of “commercial product” in Federal Acquisition Regulation (FAR)2.101. Commercial service means a service that satisfies the definition of “commercial service” in FAR 2.101. Electronic Subcontracting Reporting System (eSRS) means the Governmentwide, Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 192 of 216 electronic, web-based system for small business subcontracting program reporting. The eSRS is located at http://www.esrs.gov Indian tribe means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C.1601 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S.C.1452(c). This definition also includes Indian-owned economic enterprises that meet the requirements of 25 U.S.C.1452(e) Individual subcontracting plan means a subcontracting plan that covers the entire contract period (including option periods), applies to a specific contract, and has goals that are based on the offeror's planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract. Master subcontracting plan means a subcontracting plan that contains all the required elements of an individual subcontracting plan, except goals, and may be incorporated into individual subcontracting plans, provided the master subcontracting plan has been approved. 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. Subcontract means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract. Total contract dollars means the final anticipated dollar value, including the dollar value of all options. Untimely payment means a payment to a subcontractor 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. (c) (1) Proposals submitted in response to this solicitation shall include a subcontracting plan that separately addresses subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns. If the Offeror is submitting an individual subcontracting plan, the plan must separately address subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns, with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate a subcontracting plan shall make the Offeror ineligible for award of a contract. (2) (i)The Contractor may accept a subcontractor's written representations of its size and socioeconomic status as a small business, small disadvantaged business, veteran-owned small business, service-disabled veteran-owned small business, or a Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 193 of 216 women-owned small business if the subcontractor represents that the size and socioeconomic status representations with its offer are current, accurate, and complete as of the date of the offer for the subcontract. (ii)The Contractor may accept a subcontractor's representations of its size and socioeconomic status as a small business, small disadvantaged business, veteran-owned small business, service-disabled veteran-owned small business, or a women-owned small business in the System for Award Management (SAM) if– (A) The subcontractor is registered in SAM; and (B) The subcontractor represents that the size and socioeconomic status representations made in SAM are current, accurate and complete as of the date of the offer for the subcontract. (iii)The Contractor may not require the use of SAM for the purposes of representing size or socioeconomic status in connection with a subcontract. (iv) In accordance with 13 CFR 121.411, 126.900, 127.700, and 128.600, a contractor acting in good faith is not liable for misrepresentations made by its subcontractors regarding the subcontractor's size or socioeconomic status. (d) The Offeror’s subcontracting plan shall include the following: (1) Separate goals, expressed in terms of total dollars subcontracted, and as a percentage of total planned subcontracting dollars, for the use of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns as subcontractors. For individual subcontracting plans, and if required by the Contracting Officer, goals shall also be expressed in terms of percentage of total contract dollars, in addition to the goals expressed as a percentage of total subcontract dollars. The Offeror shall include all subcontracts that contribute to contract performance, and may include a proportionate share of products and services that are normally allocated as indirect costs. In accordance with 43 U.S.C.1626: (i) Subcontracts awarded to an ANC or Indian tribe shall be counted towards the subcontracting goals for small business and small disadvantaged business concerns, regardless of the size or Small Business Administration certification status of the ANC or Indian tribe; and (ii) Where one or more subcontractors are in the subcontract tier between the prime Contractor and the ANC or Indian tribe, the ANC or Indian tribe shall designate the appropriate Contractor(s) to count the subcontract towards its small business and small disadvantaged business subcontracting goals. (A) In most cases, the appropriate Contractor is the Contractor that awarded the subcontract to the ANC or Indian tribe. (B) If the ANC or Indian tribe designates more than one Contractor to count the subcontract toward its goals, the ANC or Indian tribe shall designate only a portion of the total subcontract award to Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 194 of 216 each Contractor. The sum of the amounts designated to various Contractors cannot exceed the total value of the subcontract. (C) The ANC or Indian tribe shall give a copy of the written designation to the Contracting Officer, the prime Contractor, and the subcontractors in between the prime Contractor and the ANC or Indian tribe within 30 days of the date of the subcontract award. (D) If the Contracting Officer does not receive a copy of the ANC’s or the Indian tribe’s written designation within 30 days of the subcontract award, the Contractor that awarded the subcontract to the ANC or Indian tribe will be considered the designated Contractor (2) A statement of– (i) Total dollars planned to be subcontracted for an individual subcontracting plan; or the Offeror's total projected sales, expressed in dollars, and the total value of projected subcontracts, including all indirect costs except as described in paragraph (g) of this clause, to support the sales for a commercial plan; (ii) Total dollars planned to be subcontracted to small business concerns (including ANC and Indian tribes); (iii) Total dollars planned to be subcontracted to veteran-owned small business concerns; (iv) Total dollars planned to be subcontracted to service-disabled veteran-owned small business; (v) Total dollars planned to be subcontracted to HUBZone small business concerns; (vi) Total dollars planned to be subcontracted to small disadvantaged business concerns (including ANCs and Indian tribes); and (vii) Total dollars planned to be subcontracted to women-owned small business concerns. (3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned for subcontracting to- (i) Small business concerns; (ii) Veteran-owned small business concerns; (iii) Service-disabled veteran-owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns; and (vi) Women-owned small business concerns. (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 195 of 216 (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, SAM, veterans service organizations, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce, or small, HUBZone, small disadvantaged, and women-owned small business trade associations). A firm may rely on the information contained in SAM as an accurate representation of a concern's size and ownership characteristics for the purposes of maintaining a small, veteran-owned small, service-disabled veteran-owned small, HUBZone small, small disadvantaged, and women-owned small business source list. Use of SAM as its source list does not relieve a firm of its responsibilities (e.g., outreach, assistance, counseling, or publicizing subcontracting opportunities) in this clause. (6) A statement as to whether or not the Offeror included indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportionate share of indirect costs to be incurred with– (i) Small business concerns (including ANC and Indian tribes); (ii) Veteran-owned small business concerns; (iii) Service-disabled veteran-owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns (including ANC and Indian tribes); and (vi) Women-owned small business concerns. (7) The name of the individual employed by the Offeror who will administer the Offeror's subcontracting program, and a description of the duties of the individual. (8) A description of the efforts the Offeror will make to assure that small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns have an equitable opportunity to compete for subcontracts. (9) Assurances that the Offeror will include the clause of this contract entitled "Utilization of Small Business Concerns" in all subcontracts that offer further subcontracting opportunities, and that the Offeror will require all subcontractors (except small business concerns) that receive subcontracts in excess of the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, with further subcontracting possibilities to adopt a subcontracting plan that complies with the requirements of this clause. (10) Assurances that the Offeror will– (i) Cooperate in any studies or surveys as may be required; (ii) Submit periodic reports so that the Government can determine the extent of compliance by the Offeror with the subcontracting plan; (iii) After November 30, 2017, include subcontracting data for each order when reporting subcontracting achievements for indefinite-delivery, indefinite-quantity contracts with individual subcontracting plans where the contract is intended for use by multiple agencies; (iv) Submit the Individual Subcontract Report (ISR) and/or the Summary Subcontract Report (SSR), in accordance with paragraph (l) of this clause using the Electronic Subcontracting Reporting System (eSRS) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 196 of 216 http://www.esrs.gov. The reports shall provide information on subcontract awards to small business concerns (including ANCs and Indian tribes that are not small businesses), veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns (including ANCs and Indian tribes that have not been certified by the Small Business Administration as small disadvantaged businesses), women-owned small business concerns, and for NASA only, Historically Black Colleges and Universities and Minority Institutions. Reporting shall be in accordance with this clause, or as provided in agency regulations; (v) Ensure that its subcontractors with subcontracting plans agree to submit the ISR and/or the SSR using eSRS; (vi) Provide its prime contract number, its unique entity identifier, and the e-mail address of the Offeror’s official responsible for acknowledging receipt of or rejecting the ISRs, to all first-tier subcontractors with subcontracting plans so they can enter this information into the eSRS when submitting their ISRs; and (vii) Require that each subcontractor with a subcontracting plan provide the prime contract number, its own unique entity identifier, and the e-mail address of the subcontractor’s official responsible for acknowledging receipt of or rejecting the ISRs, to its subcontractors with subcontracting plans. (11) A description of the types of records that will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of the offeror’s efforts to locate small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated): (i) Source lists (e.g.,SAM), guides, and other data that identify small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns. (ii) Organizations contacted in an attempt to locate sources that are small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business concerns. (iii) Records on each subcontract solicitation resulting in an award of more than the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, indicating- (A) Whether small business concerns were solicited and, if not, why not; (B) Whether veteran-owned small business concerns were solicited and, if not, why not; (C) Whether service-disabled veteran-owned small business concerns were solicited and, if not, why not; (D) Whether HUBZone small business concerns were solicited and, if not, why not; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 197 of 216 (E) Whether small disadvantaged business concerns were solicited and, if not, why not; (F) Whether women-owned small business concerns were solicited and, if not, why not; and (G) If applicable, the reason award was not made to a small business concern. (iv) Records of any outreach efforts to contact- (A) Trade associations; (B) Business development organizations; (C) Conferences and trade fairs to locate small, HUBZone small, small disadvantaged, service-disabled veteran-owned, and women-owned small business sources; and (D) Veterans service organizations. (v) Records of internal guidance and encouragement provided to buyers through- (A) Workshops, seminars, training, etc.; and (B) Monitoring performance to evaluate compliance with the program’s requirements. (vi) On a contract-by-contract basis, records to support award data submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this requirement. (12) Assurances that the Offeror will make a good faith effort to acquire articles, equipment, supplies, services, or materials, or obtain the performance of construction work from the small business concerns that it used in preparing the bid or proposal, in the same or greater scope, amount, and quality used in preparing and submitting the bid or proposal. Responding to a request for a quote does not constitute use in preparing a bid or proposal. The Offeror used a small business concern in preparing the bid or proposal if– (i) The Offeror identifies the small business concern as a subcontractor in the bid or proposal or associated small business subcontracting plan, to furnish certain supplies or perform a portion of the subcontract; or (ii) The Offeror used the small business concern's pricing or cost information or technical expertise in preparing the bid or proposal, where there is written evidence of an intent or understanding that the small business concern will be awarded a subcontract for the related work if the Offeror is awarded the contract. (13) Assurances that the Contractor will provide the Contracting Officer with a written explanation if the Contractor fails to acquire articles, equipment, supplies, services or materials or obtain the performance of construction work as described in (d)(12) of this clause. This written explanation must be submitted to the Contracting Officer within 30 days of contract completion. (14) Assurances that the Contractor will not prohibit a subcontractor from discussing with the Contracting Officer any material matter pertaining to payment to or utilization of a subcontractor. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 198 of 216 (15) Assurances that the offeror will pay its small business subcontractors on time and in accordance with the terms and conditions of the underlying subcontract, and notify the contracting officer when the prime contractor makes either a reduced or an untimely payment to a small business subcontractor (see 52.242-5). (e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the Contractor shall perform the following functions: (1) Assist small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor’s lists of potential small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business subcontractors are excessively long, reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2) Provide adequate and timely consideration of the potentialities of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns in all "make-or-buy" decisions. (3) Counsel and discuss subcontracting opportunities with representatives of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business firms. (4) Confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing SAM or by accessing the Dynamic Small Business Search (DSBS) at https://web.sba.gov/pro-net/search/ dsp_dsbs.cfm (5) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small, small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor’s subcontracting plan. (6) For all competitive subcontracts over the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, in which a small business concern received a small business preference, upon determination of the successful subcontract offeror, prior to award of the subcontract the Contractor must inform each unsuccessful small business subcontract offeror in writing of the name and location of the apparent successful offeror and if the successful subcontract offeror is a small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business concern. (7) Assign each subcontract the NAICS code and corresponding size standard that best describes the principal purpose of the subcontract. (f) A master subcontracting plan on a plant or division-wide basis that contains all the elements required by paragraph (d) of this clause, except goals, may be incorporated by reference as a part of the subcontracting plan required of the Offeror by this clause; provided- (1) The master subcontracting plan has been approved; (2) The Offeror ensures that the master subcontracting plan is updated as necessary and Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 199 of 216 provides copies of the approved master subcontracting plan, including evidence of its approval, to the Contracting Officer; and (3) Goals and any deviations from the master subcontracting plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (g) A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial products and commercial services. The commercial plan shall relate to the offeror’s planned subcontracting generally, for both commercial and Government business, rather than solely to the Government contract. Once the Contractor’s commercial plan has been approved, the Government will not require another subcontracting plan from the same Contractor while the plan remains in effect, as long as the product or service being provided by the Contractor continues to meet the definition of a commercial product or commercial service. A Contractor with a commercial plan shall comply with the reporting requirements stated in paragraph (d)(10) of this clause by submitting one SSR in eSRS for all contracts covered by its commercial plan. A Contractor authorized to use a commercial subcontracting plan shall include in its subcontracting goals and in its SSR all indirect costs, with the exception of those such as the following: Employee salaries and benefits; payments for petty cash; depreciation; interest; income taxes; property taxes; lease payments; bank fees; fines, claims, and dues; original equipment manufacturer relationships during warranty periods (negotiated up front with the product); utilities and other services purchased from a municipality or an entity solely authorized by the municipality to provide those services in a particular geographical region; and philanthropic contributions. This report shall be acknowledged or rejected in eSRS by the Contracting Officer who approved the plan. This report shall be submitted within 30 days after the end of the Government’s fiscal year. (h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for award of the contract. (i) A contract may have no more than one subcontracting plan. When a contract modification exceeds the subcontracting plan threshold in FAR 19.702(a), or an option is exercised, the goals of the existing subcontracting plan shall be amended to reflect any new subcontracting opportunities. When the goals in a subcontracting plan are amended, these goal changes do not apply retroactively. (j) Subcontracting plans are not required from subcontractors when the prime contract contains the clause at FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Products and Commercial Services, or when the subcontractor provides a commercial product or commercial service subject to the clause at FAR 52.244-6, Subcontracts for Commercial Products and Commercial Services, under a prime contract. (k) The failure of the Contractor or subcontractor to comply in good faith with (1) the clause of this contract entitled "Utilization Of Small Business Concerns;" or (2) an approved plan required by this clause, shall be a material breach of the contract and may be considered in any past performance evaluation of the Contractor. (l) The Contractor shall submit ISRs and SSRs using the web-based eSRS at http://www.esrs.gov. Purchases from a corporation, company, or subdivision that is an affiliate of the Contractor or subcontractor are not included in these reports. Subcontract awards by affiliates shall be treated as subcontract awards by the Contractor. Subcontract award data reported by the Contractor and subcontractors shall be limited to awards made to their immediate next-tier subcontractors. Credit cannot be taken for awards made to lower tier subcontractors, unless the Contractor or subcontractor has been designated to receive a small business or small disadvantaged business credit from an ANC or Indian tribe. Only subcontracts involving performance in the United States or its outlying Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 200 of 216 areas should be included in these reports with the exception of subcontracts under a contract awarded by the State Department or any other agency that has statutory or regulatory authority to require subcontracting plans for subcontracts performed outside the United States and its outlying areas. (1)ISR. This report is not required for commercial plans. The report is required for each contract containing an individual subcontracting plan. (i) The report shall be submitted semi-annually during contract performance for the periods ending March 31 and September 30. A report is also required for each contract within 30 days of contract completion. Reports are due 30 days after the close of each reporting period, unless otherwise directed by the Contracting Officer. Reports are required when due, regardless of whether there has been any subcontracting activity since the inception of the contract or the previous reporting period. When the Contracting Officer rejects an ISR, the Contractor shall submit a corrected report within 30 days of receiving the notice of ISR rejection. (ii) (A) When a subcontracting plan contains separate goals for the basic contract and each option, as prescribed by FAR 19.704(c), the dollar goal inserted on this report shall be the sum of the base period through the current option; for example, for a report submitted after the second option is exercised, the dollar goal would be the sum of the goals for the basic contract, the first option, and the second option. (B If a subcontracting plan has been added to the contract pursuant to 19.702 a)(1)(iii) or 19.301-2(e), the Contractor's achievements must be reported in the ISR on a cumulative basis from the date of incorporation of the subcontracting plan into the contract. (iii) When a subcontracting plan includes indirect costs in the goals, these costs must be included in this report. (iv) The authority to acknowledge receipt or reject the ISR resides– (A) In the case of the prime Contractor, with the Contracting Officer; and (B) In the case of a subcontract with a subcontracting plan, with the entity that awarded the subcontract. (2)SSR. (i) Reports submitted under individual contract plans– (A) This report encompasses all subcontracting under prime contracts and subcontracts with an executive agency, regardless of the dollar value of the subcontracts. This report also includes indirect costs on a prorated basis when the indirect costs are excluded from the subcontracting goals. (B) The report may be submitted on a corporate, company or subdivision (e.g.plant or division operating as a separate profit Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 201 of 216 center) basis, unless otherwise directed by the agency. (C) If the Contractor or a subcontractor is performing work for more than one executive agency, a separate report shall be submitted to each executive agency covering only that agency's contracts, provided at least one of that agency's contracts is over the applicable threshold specified in FAR 19.702(a), and the contractand contains a subcontracting plan. For DoD, a consolidated report shall be submitted for all contracts awarded by military departments/agencies and/or subcontracts awarded by DoD prime contractors. (D) The report shall be submitted annually by October 30 for the twelve month period ending September 30. When a Contracting Officer rejects an SSR, the Contractor shall submit a revised report within 30 days of receiving the notice of SSR rejection. (E) Subcontract awards that are related to work for more than one executive agency shall be appropriately allocated. (F) The authority to acknowledge or reject SSRs in eSRS, including SSRs submitted by subcontractors with subcontracting plans, resides with the Government agency awarding the prime contracts unless stated otherwise in the contract. (ii)Reports submitted under a commercial plan- (A) The report shall include all subcontract awards under the commercial plan in effect during the Government's fiscal year and all indirect costs. (B) The report shall be submitted annually, within thirty days after the end of the Government's fiscal year. (C) If a Contractor has a commercial plan and is performing work for more than one executive agency, the Contractor shall specify the percentage of dollars attributable to each agency. (D) The authority to acknowledge or reject SSRs for commercial plans resides with the Contracting Officer who approved the commercial plan. (End of clause) 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (SEP 2023) (a)Definitions. As used in this clause- Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority. Small business concern- Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 202 of 216 (1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause. (2)Affiliates,as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103. (b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following: (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract. (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. (3) For long-term contracts- (i) Within 60 to 120 days prior to the end of the fifth year of the contract; and (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter. (c) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract. (d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards. (e) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition— (1) Was set aside for small business and has a value above the simplified acquisition threshold; (2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or (3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value. (f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 203 of 216 data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update. (g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause (h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed: (1) The Contractor represents that it # is, # is not a small business concern under NAICS Code _____ assigned to contract number _____. (2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it # is, # is not, a small disadvantaged business concern as defined in 13 CFR 124.1001. (3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it # is, # is not a women-owned small business concern. (4) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The Contractor represents that it # is, # is not a joint venture that complies with the requirements of 13 CFR 127.506(a)through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture:__ .] (5)Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it # is, # is not a joint venture that complies with the requirements of 13 CFR 127.506(a)through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture:__ .] (6)[Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it # is, # is not a veteran-owned small business concern. (7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it # is, # is not a service-disabled veteran-owned small business concern. (8)[Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that— (i)It # is, # is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and (ii)It # is, # is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: _____.] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 204 of 216 [Contractor to sign and date and insert authorized signer's name and title.] End of clause 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2023) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: (1)52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (2)52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91). (3)52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232). (4)52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015). (5)52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C.3903 and 10 U.S.C.3801). (6)52.233-3, Protest After Award (AUG 1996) (31 U.S.C.3553). (7)52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C.3805 note)). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: *[Contracting Officer check as appropriate.]* X (1)52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C.4704 and 10 U.S.C.4655). X (2)52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.3509)). X (3)52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.) X (4)52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a). X (5)52.204-10, Reporting Executive Compensation and First-Tier Subcontract Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 205 of 216 UN 2020) (Pub. L. 109-282) (31 U.S.C.6101 note). N/A (6) [Reserved]. X (7)52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C). X (8)52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C). X (9) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023 ) (Pub.L.115–390, title II). X (10) (i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. ( DEC 2023 ) (Pub.L.115–390, title II). (ii) Alternate I (DEC 2023) of 52.204–30. X (11)52.204–27, Prohibition on a ByteDance Covered Application (June 2023) (Section 102 of Division R of Pub. L. 117–328). X (12)52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C.6101 note). X (13)52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C.2313). N/A (14) [Reserved] X (15)52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C.657a). N/A (16)52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C.657a). N/A (17) [Reserved] X (18) (i)52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C.644). Required as Applicable (ii) Alternate I (MAR 2020) of 52.219-6. N/A (19) (i)52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C.644). N/A (ii) Alternate I (MAR 2020) of 52.219-7. X (20)52.219-8, Utilization of Small Business Concerns ((SEP 2023) (15 U.S.C.637(d)(2)and (3)). N/A (21) (i)52.219-9, Small Business Subcontracting Plan ((SEP 2023) (15 U.S.C.637(d)(4)). N/A (ii) Alternate I (NOV 2016) of 52.219-9. X (iii) Alternate II (NOV 2016) of 52.219-9. N/A (iv) Alternate III (JUN 2020) of 52.219-9. N/A (v) Alternate IV ((SEP 2023) of 52.219-9. X (22) (i)52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C.644(r)). N/A (ii) Alternate I (MAR 2020) of 52.219-13. X (23)52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C.637s). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 206 of 216 X (24)52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C.637(d)(4)(F)(i)). X (25)52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C.657f). X (26) (i)52.219-28, Post Award Small Business Program Rerepresentation ((SEP 2023) (15 U.S.C.632(a)(2)). N/A (ii) Alternate I (MAR 2020) of 52.219-28. X (27)52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C.637(m)). X (28)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) (15 U.S.C.637(m)). N/A (29)52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C.644(r)). X (30)52.219-33, Nonmanufacturer Rule (SEP 2021) (15U.S.C.637(a)(17)). X (31)52.222-3, Convict Labor (JUN 2003) (E.O.11755). X (32)52.222-19, Child Labor-Cooperation with Authorities and Remedies (NOV 2023) (E.O.13126). X (33)52.222-21, Prohibition of Segregated Facilities (APR 2015). X (34) (i)52.222-26, Equal Opportunity (SEP 2016) (E.O.11246). N/A (ii) Alternate I (FEB 1999) of 52.222-26. X (35) (i)52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C.4212). N/A (ii) Alternate I (JUL 2014) of 52.222-35. X (36) (i)52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C.793). N/A (ii) Alternate I (JUL 2014) of 52.222-36. X (37)52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C.4212). X (38)52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). X (39) (i)52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C.chapter 78 and E.O. 13627). N/A (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C.chapter 78 and E.O. 13627). X (40)52.222-54, Employment Eligibility Verification (MAY 2022). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.) X (41) (i)52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.) Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 207 of 216 N/A (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C.6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.) Required as Applicable (42)52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693). Required as Applicable (43)52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693). Required as Applicable (44) (i)52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514). N/A (ii) Alternate I (OCT 2015) of 52.223-13. Required as Applicable (45) (i)52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514). N/A (ii) Alternate I (Jun2014) of 52.223-14. X (46)52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C.8259b). Required as Applicable (47) (i)52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514). N/A (ii) Alternate I (JUN 2014) of 52.223-16. X (48)52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513). Required as Applicable (49)52.223-20, Aerosols (JUN 2016) (E.O. 13693). Required as Applicable (50)52.223-21, Foams (Jun2016) (E.O. 13693). X (51) (i)52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a). N/A (ii) Alternate I (JAN 2017) of 52.224-3. Required as Applicable (52) (i)52.225-1, Buy American-Supplies (OCT 2022) (41 U.S.C.chapter 83). N/A (ii) Alternate I (OCT 2022) of 52.225-1. N/A (53) (i)52.225-3, 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (NOV 2023) (19 U.S.C.3301 note,19 U.S.C.2112 note,19 U.S.C.3805 note,19 U.S.C.4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43 N/A (ii) Alternate I [RESERVED]. N/A (iii) Alternate II (DEC 2022) of 52.225-3. N/A (iv) Alternate III (NOV 2023) of 52.225-3. N/A (v) Alternate IV (OCT 2022) of 52.225-3. X (54)52.225-5, Trade Agreements (NOV 2023) (19 U.S.C.2501,et seq.,19 U.S.C.3301 note). X (55)52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 208 of 216 Department of the Treasury). N/A (56)52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note). N/A (57)52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) (42 U.S.C.5150). N/A (58)52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (42 U.S.C.5150). N/A (59)52.229-12, Tax on Certain Foreign Procurements (FEB 2021) . N/A (60)52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, “10 U.S.C.3805”). N/A (61)52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C.4505,10 U.S.C.3805). X (62)52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT2018) (31 U.S.C.3332). N/A (63)52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C.3332). X (64)52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C.3332). X (65)52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C.552a). X (66)52.242-5, Payments to Small Business Subcontractors (JAN 2017) (15 U.S.C.637(d)(13)). X (67) (i)52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C.55305 and 10 U.S.C.2631). N/A (ii) Alternate I (APR 2003) of 52.247-64. N/A (iii) Alternate II (NOV 2021) of 52.247-64. (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial products and commercial services, that the Contracting Officer has indicated as being incorporated in this by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] X (1)52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C.chapter67). X (2)52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C.206 and 41 U.S.C.chapter 67). X (3)52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C.206 and 41 U.S.C.chapter 67). N/A (4)52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) (29U.S.C.206 and 41 U.S.C.chapter 67). X (5)52.222-51, Exemption from Application of the Service Contract Labor Standards to Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 209 of 216 Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C.chapter 67). X (6)52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C.chapter 67). X (7)52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022). Required as Applicable (8)52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706). Required as Applicable (9)52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C.1792). (d)Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i)52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.3509). (ii) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C.4712). (iii)52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (iv)52.204-23, Prohibition on Contracting for Hardware, Software, and Services Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 210 of 216 Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91). (v)52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232). (vi) 52.204–27, Prohibition on a ByteDance Covered Application (June 2023) (Section 102 of Division R of Pub. L. 117–328). (vii) (A) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (DEC 2023) (Pub.L.115–390, title II). (viii)52.219-8, Utilization of Small Business Concerns ((SEP 2023) (15 U.S.C.637(d)(2)and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (ix)52.222-21, Prohibition of Segregated Facilities (APR 2015). (x)52.222-26, Equal Opportunity (SEP 2015) (E.O.11246). (xi)52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C.4212). (xii)52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C.793). (xiii)52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C.4212). (xiv)52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. (xv)52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C.chapter 67). (xvi) (A)52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C.chapter 78 and E.O 13627). (B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C.chapter 78 and E.O.13627). (xvii)52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May2014) (41 U.S.C.chapter 67). (xviii)52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C.chapter 67). (xix)52.222-54, Employment Eligibility Verification (MAY 2022) (E.O. 12989). Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 211 of 216 (xx)52.222-55, Minimum Wages Under Executive Order 13658 (JAN 2022). (xxi)52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706). (xxii) (A)52.224-3, Privacy Training (Jan 2017) (5 U.S.C.552a). (B) Alternate I (JAN 2017) of 52.224-3. (xxiii)52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note. (xxiv)52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C.1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xxv)52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C.3903 and 10 U.S.C.3801). Flow down required in accordance with paragraph (c) of 52.232-40 (xxvi)52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C.55305 and 10 U.S.C.2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of clause) 52.204-30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS—PROHIBITION (DEC 2023) (ALT I DEC 2023) (a)Definitions.As used in this clause— Covered article,as defined in 41 U.S.C.4713(k), means— (1) Information technology, as defined in 40 U.S.C.11101, including cloud computing services of all types; (2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C.153); (3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or (4) Hardware, systems, devices, software, or services that include embedded or incidental information technology. FASCSA order means any of the following orders issued under the Federal Acquisition Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 212 of 216 Supply Chain Security Act (FASCSA) requiring the removal of covered articles from executive agency information systems or the exclusion of one or more named sources or named covered articles from executive agency procurement actions, as described in 41 CFR 201–1.303(d)and (e): (1) The Secretary of Homeland Security may issue FASCSA orders applicable to civilian agencies, to the extent not covered by paragraph (2) or (3) of this definition. This type of FASCSA order may be referred to as a Department of Homeland Security (DHS) FASCSA order. (2) The Secretary of Defense may issue FASCSA orders applicable to the Department of Defense (DoD) and national security systems other than sensitive compartmented information systems. This type of FASCSA order may be referred to as a DoD FASCSA order. (3) The Director of National Intelligence (DNI) may issue FASCSA orders applicable to the intelligence community and sensitive compartmented information systems, to the extent not covered by paragraph (2) of this definition. This type of FASCSA order may be referred to as a DNI FASCSA order. Intelligence community,as defined by 50 U.S.C.3003(4), means the following— (1) The Office of the Director of National Intelligence; (2) The Central Intelligence Agency; (3) The National Security Agency; (4) The Defense Intelligence Agency; (5) The National Geospatial-Intelligence Agency; (6) The National Reconnaissance Office; (7) Other offices within the Department of Defense for the collection of specialized national intelligence through reconnaissance programs; (8) The intelligence elements of the Army, the Navy, the Air Force, the Marine Corps, the Coast Guard, the Federal Bureau of Investigation, the Drug Enforcement Administration, and the Department of Energy; (9) The Bureau of Intelligence and Research of the Department of State; (10) The Office of Intelligence and Analysis of the Department of the Treasury; (11) The Office of Intelligence and Analysis of the Department of Homeland Security; or (12) Such other elements of any department or agency as may be designated by the President, or designated jointly by the Director of National Intelligence and the head of the department or agency concerned, as an element of the intelligence community. National security system,as defined in 44 U.S.C.3552, means any information system (including any telecommunications system) used or operated by an agency or by a contractor of an agency, or other organization on behalf of an agency— (1) The function, operation, or use of which involves intelligence activities; involves cryptologic activities related to national security; involves command and control of Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 213 of 216 military forces; involves equipment that is an integral part of a weapon or weapons system; or is critical to the direct fulfillment of military or intelligence missions, but does not include a system that is to be used for routine administrative and business applications (including payroll, finance, logistics, and personnel management applications); or (2) Is protected at all times by procedures established for information that have been specifically authorized under criteria established by an Executive order or an Act of Congress to be kept classified in the interest of national defense or foreign policy. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of any covered articles, or any products or services produced or provided by a source. This applies when the covered article or the source is subject to an applicable FASCSA order. A reasonable inquiry excludes the need to include an internal or third-party audit. Sensitive compartmented information means classified information concerning or derived from intelligence sources, methods, or analytical processes, which is required to be handled within formal access control systems established by the Director of National Intelligence. Sensitive compartmented information system means a national security system authorized to process or store sensitive compartmented information. Source means a non-Federal supplier, or potential supplier, of products or services, at any tier. (b)Prohibition.(1) Contractors are prohibited from providing or using as part of the performance of the contract any covered article, or any products or services produced or provided by a source, if the covered article or the source is prohibited by any applicable FASCSA orders identified by the checkbox(es) in this paragraph (b)(1). [Contracting Officer must select either “yes” or “no” for each of the following types of FASCSA orders:] Yes DHS FASCSA Order Yes DoD FASCSA Order Yes DNI FASCSA Order (2) The Contractor shall search for the phrase “FASCSA order” in the System for Award Management (SAM) at https://www.sam.gov to locate applicable FASCSA orders identified in paragraph (b)(1). (3) The Government may identify in the solicitation additional FASCSA orders that are not in SAM, which are effective and apply to the solicitation and resultant contract. (4) A FASCSA order issued after the date of solicitation applies to this contract only if added by an amendment to the solicitation or modification to the contract (see FAR 4.2304(c)). However, see paragraph (c) of this clause. (5)(i) If the contractor wishes to ask for a waiver of the requirements of a new FASCSA order being applied through modification, then the Contractor shall disclose the following: (A) Name of the product or service provided to the Government; (B) Name of the covered article or source subject to a FASCSA order; (C) If applicable, name of the vendor, including the Commercial and Government Entity code and unique entity identifier (if known), that supplied or supplies the covered article or the product or service to the Offeror; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 214 of 216 (D) Brand; (E) Model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); (F) Item description; (G) Reason why the applicable covered article or the product or service is being provided or used; (ii)Executive agency review of disclosures.The contracting officer will review disclosures provided in paragraph (b)(5)(i) to determine if any waiver is warranted. A contracting officer may choose not to pursue a waiver for covered articles or sources otherwise covered by a FASCSA order and to instead pursue other appropriate action. (c)Notice and reporting requirement.(1) During contract performance, the Contractor shall review SAM.gov at least once every three months, or as advised by the Contracting Officer, to check for covered articles subject to FASCSA order(s), or for products or services produced by a source subject to FASCSA order(s) not currently identified under paragraph (b) of this clause. (2) If the Contractor identifies a new FASCSA order(s) that could impact their supply chain, then the Contractor shall conduct a reasonable inquiry to identify whether a covered article or product or service produced or provided by a source subject to the FASCSA order(s) was provided to the Government or used during contract performance. (3)(i) The Contractor shall submit a report to the contracting office as identified in paragraph (c)(3)(ii) of this clause, if the Contractor identifies, including through any notification by a subcontractor at any tier, that a covered article or product or service produced or provided by a source was provided to the Government or used during contract performance and is subject to a FASCSA order(s) identified in paragraph (b) of this clause, or a new FASCSA order identified in paragraph (c)(2) of this clause. For indefinite delivery contracts, the Contractor shall report to both the contracting office for the indefinite delivery contract and the contracting office for any affected order. (ii) If a report is required to be submitted to a contracting office under (c)(3)(i) of this clause, the Contractor shall submit the report as follows: (A) If a Department of Defense contracting office, the Contractor shall report to the website at https://dibnet.dod.mil. (B) For all other contracting offices, the Contractor shall report to the Contracting Officer. (4) The Contractor shall report the following information for each covered article or each product or service produced or provided by a source, where the covered article or source is subject to a FASCSA order, pursuant to paragraph (c)(3)(i) of this clause: (i) Within 3 business days from the date of such identification or notification: (A) Contract number; (B) Order number(s), if applicable; (C) Name of the product or service provided to the Government or used during performance of the contract; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 215 of 216 (D) Name of the covered article or source subject to a FASCSA order; (E) If applicable, name of the vendor, including the Commercial and Government Entity code and unique entity identifier (if known), that supplied the covered article or the product or service to the Contractor; (F) Brand; (G) Model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); (H) Item description; and (I) Any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (c)(4)(i) of this clause: (A) Any further available information about mitigation actions undertaken or recommended. (B) In addition, the Contractor shall describe the efforts it undertook to prevent submission or use of the covered article or the product or service produced or provided by a source subject to an applicable FASCSA order, and any additional efforts that will be incorporated to prevent future submission or use of the covered article or the product or service produced or provided by a source that is subject to an applicable FASCSA order. (d)Removal.For Federal Supply Schedules, Governmentwide acquisition contracts, multi-agency contracts or any other procurement instrument intended for use by multiple agencies, upon notification from the Contracting Officer, during the performance of the contract, the Contractor shall promptly make any necessary changes or modifications to remove any product or service produced or provided by a source that is subject to an applicable FASCSA order. (e)Subcontracts.(1) The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (c)(1) of this clause, in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products and commercial services. (2) The Government may identify in the solicitation additional FASCSA orders that are not in SAM, which are effective and apply to the contract and any subcontracts and other contractual instruments under the contract. The Contractor or higher-tier subcontractor shall notify their subcontractors, and suppliers under other contractual instruments, that the FASCSA orders in the solicitation that are not in SAM apply to the contract and all subcontracts. Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS-07F-0031W Page: 216 of 216 4/20/24, 7:59 AM Product Detail https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000042477040 1/3 An official website of the United States government Here’s how you know  2.5" PINTLE HITCH REPLACES 2" BALL HITCH Report incorrect product information (Login Required) Click image for expanded view Mfr Part No.: WANVMS-HITCH-2.5PNT Contractor Part No.: WANVMS-HITCH-2.5PNT UPC/ISBN/GTIN: 99999999999999 Manufacturer: WANCO, INC. Contract No.: GS-07F-0031W (ends: Oct 4, 2024) MAS Schedule/SIN: MAS/339950 Country of Origin: UNITED STATES OF AMERICA Disaster Purchasing items 4/20/24, 7:59 AM Product Detail https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000042477040 2/3 Product Details Compare Available Sources Instructions: Select price below, enter qty at le, then Add to Cart. To view another contractor description, simply select the Contractor in the list below. Indicates when volume discounts are oered. Price$108.09 Shipping not included Qty:1 Add to cart EA sold and shipped by MILLENIUM PRODUCTS INC. Contract minimum order: $100.00 Description Provided by MILLENIUM PRODUCTS INC. 2.5" Pintle Hitch Replaces 2" Ball Hitch - Mini, Color, and Metro VMS, Radar Speed Trailer, Solar Light Tower p/n 101798-001P1 / 101978 Price/UnitContractor Socio Photo Deliv Days  Min Order FOB/Shipping  $108.09 EA MILLENIUM PRODUCTS INC. s 45 days delivered ARO $100.00 O- CONUS,AK,PR,  4/20/24, 7:59 AM Product Detail https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000042477040 3/3 gsaadvantage.gov An oicial website of the U.S. General Services Administration Accessibility statement FOIA requests Privacy policy Looking for U.S. government information and services? Visit USA.gov 4/20/24, 7:56 AM Product Detail https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000114512034 1/3 An official website of the United States government Here’s how you know  WANCO SMALL-SIZE SOLAR CAMERA TRAILER Click image for expanded view Mfr Part No.: WCTS-SM4A-730 Contractor Part No.: WCTS-SM4A-730 UPC/ISBN/GTIN: 99999999999999 Manufacturer: WANCO, INC. Contract No.: GS-07F-0031W (ends: Oct 4, 2024) MAS Schedule/SIN: MAS/334220 Country of Origin: UNITED STATES OF AMERICA Disaster Purchasing items Cooperative Purchasing items 4/20/24, 7:56 AM Product Detail https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000114512034 2/3 Report incorrect product information (Login Required) Product Details Compare Available Sources Instructions: Select price below, enter qty at le, then Add to Cart. To view another contractor description, simply select the Contractor in the list below. Indicates when volume discounts are oered. Price$52,564.19 Shipping not included Qty:1 Add to cart EA sold and shipped by MILLENIUM PRODUCTS INC. Contract minimum order: $100.00 Description Provided by MILLENIUM PRODUCTS INC. Wanco Small-Size Solar Camera Trailer with 730-800 watt solar array, 20-Foot vertical telescoping tower rotating 355 degrees, hand crank tower. Camera head mount: Two 1-1/2in NPT pendant mounts. Tower wiring is inside liquid tight plastic loom, 3X Cat5E cables 1x 16 / 2 power. Battery and Solar Configurations: 24Vdc battery configuration, 730-750W solar with Victron Smart MPPT controller, battery protect, State-of-Charge meter, 4X AGM batteries (400AH capacity, 50A 24Vdc charger). Solar has High-eiciency photovoltaic solar modules, hand crank adjustable-tilt solar panel array. INCLUDES: 1 x PTZ Dome Camera - (Axis Q6135-LE or alt), 1 x Multi-Sensor Camera - (Axis P3727-PLE or alt), 1 x Cradlepoint IBR-900 (service by others), 1 x PoE Switch Device, 1 x Victron CerboGX telemetry device Price/UnitContractor Socio Photo Deliv Days  Min Order FOB/Shipping  4/20/24, 7:56 AM Product Detail https://www.gsaadvantage.gov/advantage/ws/catalog/product_detail?gsin=11000114512034 3/3 gsaadvantage.gov An oicial website of the U.S. General Services Administration Accessibility statement FOIA requests Privacy policy Looking for U.S. government information and services? Visit USA.gov $52,564.19 EA MILLENIUM PRODUCTS INC. s 45 days delivered ARO $100.00 O- CONUS,AK, RMC Vehicle Request Form Row 28 Date Submitted 04/18/24 1:26 PM Last Modified 04/20/24 4:37 AM Fleet Reviewed?approved Finance Reviewed?Reviewed ACM Approved?approved 4/19/24 2nd ACM Approved?approved Requesting Department Public Works Current Vehicle Number G-TBD Make, Model Wanco Solar Camera Trailer Description Solar Camera Trailer New Vehicle Make, Model Wanco Solar Camera Trailer Description of New Accessories Two Solar Camera Trailers Cost of Upgrade $108,344.56 Justification for New Vehicle or Upgrades Stormwater continues to spend significant time investigating sources of standing water at various locations throughout the city. It can take considerable time to investigate where the water is coming from because it could be any number of sources throughout the day. These cameras can be set up and area monitored to determine the sources of the water causing the ponding. This will save the city significant time and money in investigating and allow stormwater to be more responsive to inquiries. This is the type of service that should be expected from a high performing government. There is sufficient funding available in CIP 3197319-591000-C1908. Department Director Marcus Williamson Cost Center 02090 Fleet Comments Fleet Concurs Comments Michael Delk (michael.delk@myclearwater.com) | April 19, 2024 10:40 AM Approved. mld Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0475 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Public Utilities Agenda Number: 6.8 SUBJECT/RECOMMENDATION: Approve a purchase order increase to H and H Liquid Sludge Disposal, Inc of Branford, FL and Merrell Bros, Inc of Kokomo, IN for the hauling and disposal of biosolids in the cumulative amount of $525,000.00 bringing the total amount to $3,580,800.00 pursuant to Invitation to Bid (ITB) 45-21, Biosolids Management Services and authorize the appropriate officials to execute same. (consent) SUMMARY: On November 4, 2021, Council authorized a purchase order to both H&H Liquid Sludge Disposal and Merrell Bros, Inc for the hauling and disposal of biosolids in the cumulative amount of $2,778,000.00 for the term November 5, 2021 through November 4, 2024. An increase of $277,800.00 (10%) was approved by the City Manager on March 13, 2024, bringing the cumulative total to $3,055,800.00. Many factors have contributed to the need to add additional funds for Biosolids Management to include the Marshall Street (MS WRF) digester being offline from January 3, 2022 through January 24, 2023 for emergency repairs, the cost of disposal increase due to the requirement to haul undigested sludge to a Residuals Management Facility (RMF) instead of land applying, Producer Price Index (PPI) increases and extensive repairs to the centrifuge. With this increase the amount of the purchase order will be $3,580,800.00. APPROPRIATION CODE AND AMOUNT: Funds are available in cost code 4211354 and 4211355, to fund this contract. STRATEGIC PRIORITY: Biosolids disposal is required by law and is part of environmental stewardship, superior public service, and community wellbeing. Page 1 City of Clearwater Printed on 5/14/2024 8-29-23 ITB 45-21 Biosolids Management Services CPI Request City of Clearwater Attn: Eryn Berg PO Box 4748 Clearwater, FL 33758 Ms. Eryn Berg, Merrell Bros., Inc. is contracted by the City of Clearwater for the collection, transportation, and disposal of wastewater biosolids. We are a service based business, providing a critical service on behalf of the City, ensuring wastewater residuals are safely loaded at the the water treatment plant, transported, treated, and managed such that the City’s, and the overall State’s, water ways remain pristine. In conjunction with the City’s wastewater treatment plant operations, together we we capture, reuse, recycle, and treat a waste into a nutrient-rich soil amendment utilized by agricultural operations throughout the Sunshine State. An environmental success story the City and its personnel are rightfully proud of. The nature of our service work requires numerous employees, semi tractors, and wheeled loaders to transport, haul, treat, and ship biosolids and amendment materials. As we navigate through historically unprecedented world events, we are facing swift cost escalations from nearly every expense category we purchase. Personnel, parts, fuel, repairs, and related expenses are all substantially increasing. I respectfully seek the Consumer Price Index adjustment made available by our agreement language: “During the sixty (60) day period prior to each annual anniversary of the contract effective date, the Contractor may submit a written request that the City increase the prices for an amount for no more than the twelve month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/ppi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. At the end of the initial term, pricing may be adjusted for amounts other than inflation based on mutual agreement of the parties after review of appropriate documentation. Renewal prices shall be firm for at least one year, and may be adjusted thereafter as outlined in the previous paragraph. No fuel surcharges will be accepted.” This language results in the following calculations: The ITB 45-21 contract started November 5, 2021. The 60 day period prior to this annual anniversary is September 6, 2023. Therefor, as instructed, I am submitting a written request that our contract price be changed per the CPI-U All Urban Consumer tracked index including the most recently available 12- month data, utilizing July 2023 in comparison to July 2022 (“twelve month change”). July 2022 CPI-U value was 296.276, and July 2023 CPI-U value was 305.691. This tracked change is a 3.177% increase year-over-year. Applying this CPI-U change to our pricing results in the following new unit prices: I.Northeast WRF Biosolids (Dewatered Cake) to RMF: $62.45 per ton x 3.177% = $64.43 per ton II.Marshall Street WRF Biosolids (Dewatered Cake) to RMF: $62.54 x 3.177% = $64.52 per ton III. Liquid Sludge from East WRF to Northeast WRF: $0.0358 x 3.177% = $0.0369 per gallon IV. Liquid Sludge from East WRF to Marshall Street WRF $0.0358 x 3.177% = $0.0369 per gallon Alternate III. Liquid Biosolids from Northeast WRF to Marshall Street WRF: $0.0434 x 3.177% = $0.0447 per gallon Alternate IV. Liquid Biosolids from Marshall Street WRF to Northeast WRF: $0.0434 x 3.177% = $0.0447 per gallon The CPI-U for All Urban Consumers, US City Average, All Items, Not Seasonally Adjusted data table is attached for convenience here: The unusual market fluctuations we are experiencing make this a reasonable and data-linked request. We appreciate the City reviewing this request and the opportunity to submit it, Blake Merrell Merrell Bros., Inc. Transmission of material in this release is embargoed until USDL-23-2185 8:30 a.m. (ET) Thursday, October 12, 2023 Technical information: (202) 691-7000 • cpi_info@bls.gov • www.bls.gov/cpi Media contact: (202) 691-5902 • PressOffice@bls.gov CONSUMER PRICE INDEX – SEPTEMBER 2023 The Consumer Price Index for All Urban Consumers (CPI-U) rose 0.4 percent in September on a seasonally adjusted basis, after increasing 0.6 percent in August, the U.S. Bureau of Labor Statistics reported today. Over the last 12 months, the all items index increased 3.7 percent before seasonal adjustment. The index for shelter was the largest contributor to the monthly all items increase, accounting for over half of the increase. An increase in the gasoline index was also a major contributor to the all items monthly rise. While the major energy component indexes were mixed in September, the energy index rose 1.5 percent over the month. The food index increased 0.2 percent in September, as it did in the previous two months. The index for food at home increased 0.1 percent over the month while the index for food away from home rose 0.4 percent. The index for all items less food and energy rose 0.3 percent in September, the same increase as in August. Indexes which increased in September include rent, owners’ equivalent rent, lodging away from home, motor vehicle insurance, recreation, personal care, and new vehicles. The indexes for used cars and trucks and for apparel were among those that decreased over the month. The all items index increased 3.7 percent for the 12 months ending September, the same increase as the 12 months ending in August. The all items less food and energy index rose 4.1 percent over the last 12 months. The energy index decreased 0.5 percent for the 12 months ending September, and the food index increased 3.7 percent over the last year. 0.0 0.1 0.2 0.3 0.4 0.5 0.6 Sep'22 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep'23 Chart 1. One-month percent change in CPI for All Urban Consumers (CPI-U), seasonally adjusted, Sep. 2022 - Sep. 2023Percent change 0.4 0.5 0.2 0.1 0.5 0.4 0.1 0.4 0.1 0.2 0.2 0.6 0.4 CITY OF CLEARWATER ITB # 45-21; Biosolids Management Services DUE DATE: September 9, 2021; 10:00 AM BID TABULATION Increase 8.2%Increase 3.7% Item No.Base Bid Items Unit Est. Quantity(UOM)Unit Price(UOM) Total Weekly Price Unit Est. Quantity(UOM)Unit Price(UOM) Total Weekly Price Unit Est. Quantity(UOM)Unit Price(UOM) Total Weekly Price i.Northeast WRF Biosolids (Dewatered Cake) to RMF Per Ton 190 $68.00 $ 12,920.00 Per Ton 190 $73.58 $ 13,980.20 Per Ton 190 $76.30 $ 14,497.00 ii.Marshall Street WRF Biosolids (Dewatered Cake) to RMF Per Ton 60 $68.00 $ 4,080.00 Per Ton 60 $73.58 $ 4,414.80 Per Ton 60 $76.30 $ 4,578.00 iii. Liquid Sludge (Approx. 5% Total Solids) from East WRF to Northeast WRF Per Gallon $0.040 $ 2,200.00 Per Gallon $0.043 $ 2,380.40 Per Gallon $0.045 $ 2,475.00 iv. Liquid Sludge (Approx. 5% total solids) from East WRF to Marshall Street WRF Per Gallon $0.055 $ 3,025.00 Per Gallon $0.060 $ 3,273.05 Per Gallon $0.062 $ 3,410.00 $ 22,225.00 Total Base Bid Items: $ 24,048.45 Total Base Bid Items: $ 24,960.00 Item No.Alternate Bid Items Est. Quantity(UOM)Unit Price(UOM) Total Weekly Price Est. Quantity(UOM)Unit Price(UOM) Total Weekly Price Est. Quantity(UOM)Unit Price(UOM) Total Weekly Price i.Dewatered Class B Biosolids to Land Application Per Ton 250 $43.50 $ 10,875.00 Per Ton 250 $47.07 $ 11,766.75 Per Ton 250 $48.81 $ 12,202.50 ii.Dewatered Class B Biosolids to Landfill Per Ton 250 $68.00 $ 17,000.00 Per Ton 250 $73.58 $ 18,394.00 Per Ton 250 $76.30 $ 19,075.00 iii. Liquid Biosolids (Approx. 5% Total Solids) from Northeast WRF to Marshall Street WRF Per Gallon 275,000 $0.035 $ 9,625.00 Per Gallon 275,000 $0.038 $ 10,414.25 Per Gallon 275,000 $0.039 $ 10,725.00 iv. Liquid Biosolids (Approx. 5% Total Solids) from Marshall Street WRF to Northeast WRF Per Gallon 275,000 $0.035 $ 9,625.00 Per Gallon 275,000 $0.038 $ 10,414.25 Per Gallon 275,000 $0.039 $ 10,725.00 $ 47,125.00 Total Alernate Bid Items: $ 50,989.25 Total Alernate Bid Items: $ 52,727.50 Total Bid: $ 69,350.00 Total Bid: $ 75,037.70 Total Bid: $ 77,687.50 Total Alernate Bid Items: H & H Liquid Sludge Disposal, Inc. P.O. Box 390 Branford, FL 32008 ITB #45-21 YEAR 1 PRICING 11/5/2021-11/4/2022 YEAR 2 PRICING 11/5/2022-11/4/2023 8.2%YEAR 3 PRICING 11/5/2023-11/4/2024 55,000 55,000 55,000 Total Base Bid Items: Page 1 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 3/5/2024 RRL Insurance Agency.4450 W.Eau Gallie Blvd.,Suite 115MelbourneFL32934 Certificates 800-407-4077 321-752-7980 services@rrl-ins.com Axis Insurance Company HHLIQSLUD American Interstate Insurance CompanyH&H Liquid Sludge Disposal,Inc.P.O.Box 390BranfordFL32008 Markel American Ins.Co. National Indemnity Company 20087 711877601 A X 1,000,000 X 100,000 10,000 1,000,000 2,000,000 X Y Y EMP1900057006 3/1/2024 6/1/2025 2,000,000 D 1,000,000 X X X 74TRB004873 3/1/2024 6/1/2024 B XYAVWCFL32524420243/14/2024 3/14/2025 1,000,000 1,000,000 1,000,000 AC PollutionLiabilityEquipmentIncludedProperty Y Y EMP1900057006MKLM5IM0055437 3/1/20243/1/2024 6/1/20256/1/2025 Aggregate Limit90%Co Insurance$1,000 DED 1,000,000WindDED $25,000WindDED$10,000 The City of Clearwater is added as an additional insured on the general liability and automobile policies listed above. 30 City of ClearwaterAttn:Procurement Division ITB #45-21P.O.Box 4748ClearwaterFL33758-4748 06/20/2023 Shepherd Insurance, LLC. 111 Congressional Boulevard Suite 100 Carmel IN 46032 Blaine Buschmann (317) 846-5554 (317) 846-5444 bbuschmann@shepherdins.com Merrell Bros., Inc. 8811 W 500 N Kokomo IN 46901 Arch Insurance Group 11150 Nautilus Insurance Company 17370 CL2362098933 B Y Y ECP2029838-14 07/01/2023 07/01/2024 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 Professional Liability 1,000,000 A Y Y ZACAT1849101 07/01/2023 07/01/2024 2,000,000 B FFX2029841-15 07/01/2023 07/01/2024 10,000,000 10,000,000 A N Y ZAWCI1837101 07/01/2023 07/01/2024 1,000,000 1,000,000 1,000,000 B Contractors Pollution Liability (Occurrence)ECP2029838-14 07/01/2023 07/01/2024 Each Pollution Condition $1,000,000 Environmental Combined Policy: Additional Insured - Blanket Form ECP 1004 08 16 Included; Waiver of Subrogation Form ENV 2004 06 18 Included / Business Auto Policy: Business Auto - Additional Insured When Required By Contract or Agreement Form 00 CA 0115 Included; Primary &Noncontributory - Other Insurance Condition Form 00 CA 0116 Included; Waiver of Transfer of Rights of Recovery Against Others To Us (Waiver of Subrogation) Form CA 04 44 Included / Workers' Compensation Policy: Waiver of Our Right To Recover From Others Endorsement Form WC 00 03 13 / Excess Liability Policy: Follow Form Excess Liability Schedule of Underlying Insurance Form FFX 8002 07 18 Included. City of Clearwater Atn: Procurement Div.ITB#45-21 PO Box 4748 Clearwater FL 33758-4748 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY MB Equipment Leasing, LLC MB Holding Company, Inc. MB Real Estate Leasing, LLC Merrell Bros Aviation, LLC Merrell Bros., LLC Additional Named Insured Additional Named Insured Additional Named Insured Additional Named Insured Additional Named Insured Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0476 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Public Utilities Agenda Number: 6.9 SUBJECT/RECOMMENDATION: Approve a Work Order to Tetra Tech, Inc., for rehabilitating the effluent sand filters at the City’s Northeast Water Reclamation Facility (23-0045-UT) in the amount of $315,951.00 pursuant to RFQ 34-23, Engineer of Record (EOR) Consulting Services and authorize the appropriation officials to execute same. (consent) SUMMARY: The NE WRF effluent filtration system includes 12 filter cells constructed of poured-in-place concrete and incorporates the Hydro Clear® pulsed-bed sand filter process. The filters are designed to remove particulates; over time issues such as sand media loss, defective air lines, valve corrosion and leakage, ceiling cracks, and concrete floor spalling arise. These issues can lead to a reduction in process efficiency. The purpose of this project is to remove the existing filter media, clean and inspect the fouled media bed, and replenish it with new media. Additionally, it involves repairing damaged components. Tetra Tech will provide design, permitting, and bidding services associated with rehabilitation of the effluent sand filter system. Project benefits are improved process efficiencies, ongoing rehabilitation, and restoration strategy of treatment infrastructure. Tetra Tech was selected due to the ability of their professional personnel and past performance on similar projects. Tetra Tech is known for delivering a quality project and product. They have experience and understand different types of utilities as well as specific experience with Clearwater’s facilities. It is anticipated the design will be completed within approximately 120 days from the date of council approval. Construction costs are estimated at $2.2 million, for a total estimated project cost of approximately $2.5 million for design and construction. Funding for the construction costs will be provided by a transfer of available Water & Sewer fund reserves to capital improvement project M1906, Northeast Plant R&R. The City of Clearwater Public Utilities Department is responsible for owning, operating, and maintaining the NE WRF. APPROPRIATION CODE AND AMOUNT: 3277327-530100-M1906 Funds are available in capital improvement project M1906, Northeast Plant R&R, to fund this work order. STRATEGIC PRIORITY: In furtherance of the Council’s Strategic Plan to achieve High Performing Government by maintaining public infrastructure through systematic management efforts, approval of a Work Order and purchase order to Tetra Tech, Inc. is requested. Page 1 City of Clearwater Printed on 5/14/2024 PROJECT NUMBER: 23-0045-UT PROJECT NAME: NE WRF SAND FILTERS REHAB PROJECT MANAGER: RAMA PANDKAR DEPARTMENT: PUBLIC UTILITIES Engineer of Choice: Tetra Tech System Type (select one): ☐ Lift Station ☐ Potable Water Supply/Distribution ☐ Reclaimed Water Distribution ☐ Joint Project Agreement/ FDOT Project ☐ Sanitary Sewer Collection ☒ WRF (Water Reclamation Facility) ☐ WTP (Water Treatment Plant) ☐ Other: ______________________ Questions: 1. Are they an Engineer of Record? ☒ Yes ☐ No a. If the answer is ‘No’ were they acquired by RFQ? ☐ Yes ☐ No ☒ N/A 2. Have they done a project with the department previously? ☒ Yes ☐ No 3. Have they done a project with the City previously? ☒ Yes ☐ No 4. Have they done a project at the project area previously? ☐ Yes ☒ No 5. Do they have personnel experienced in the design and construction of similar systems mentioned above? ☒ Yes ☐ No a. Ask for resumes accordingly 6. Do they have a positive track record of past performance with the City and or Public Utilities Department? ☒ Yes ☐ No ☐ N/A 7. Is the firm a certified minority business or woman owned enterprise? ☐ Yes ☒ No 8. Has the firm demonstrated that they can meet the time restrictions and budget requirements of the project? ☒ Yes ☐ No 9. Does the firm have an office within 50 miles of the project area? ☒ Yes ☐ No 10. Has the firm demonstrated that they capacity to take on this additional work? ☒ Yes ☐ No Reasoning Why: Tetra Tech was selected due to the ability of their professional personnel (project managers), past performance on the Marshall Street Sand Filters. Tetra Tech has a lot of experience with construction and design at Water Reclamation Facility. Their ability to deliver a quality product, meeting designated timelines, and doing it professionally sets them apart from the other firms. They have experience and understanding of designing sand filters. Consultant Work Order Page 1 of 14 Revised: 2/19/2024 CONSULTANT WORK ORDER Date: 4/2/2024 1. PROJECT INFORMATION: Project Title: Northeast WRF Sand Filter Rehabilitation City Project Number: 23-0045-UT City Plan Set Number: NA Consultant Project Number: 200-BPClearwater 2. SCOPE OF SERVICES: The City of Clearwater (City) has requested assistance from Tetra Tech (Consultant) in rehabilitating the effluent filters at the City’s Northeast Water Reclamation Facility (NE WRF). The NE WRF is located at 3290 State Rd 580, Safety Harbor, FL 33761 and has a permitted (Facility ID FL0128937) treatment capacity of 13.5 million gallons per day (MGD). The NE WRF effluent filtration system includes twelve (12) filter cells constructed of poured-in-place concrete and incorporates the Hydro Clear® pulsed-bed sand filter process. The original eight (8) effluent filter cells and effluent pump station were completed in 1984. Four (4) filter cells were added in 1988. Consultant’s scope of services is based on the following considerations:  Work completed under this scope of services will be based on level of detail and scope of work of similar filter rehabilitation projects previously completed by the City. Reference projects are the Marshall Street WRF Sand Filter Rehab (City Project #20-0011-UT), East WRF Effluent Filter Rehabilitation (City Project #13-0014-UT), and Northeast WRF Effluent Sand Filter Repairs Project (City Project #18-0019-UT.  Consultant’s scope of services is based on a Construction-Manager-At-Risk (CMAR) delivery method. The Consultant visited the NE WRF facility on November 6, 2023, and January 3, 2024 to meet with City staff, observe existing conditions, and discuss the City’s desired improvements to the effluent filters. Based on these site visits and information provided by the City, the current system deficiencies include:  The 12 sand filters are currently at approximately 50 percent treatment capacity.  Filter Cells 7 & 8 are out of service due to defective air lines.  Filter Cells 3 & 9 are losing sand media. CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 2 of 14 Revised: 4/2/2024  Filter Cell 5 backwash/filtrate valve assemblies located in the below grade filter pipe gallery have significant corrosion deterioration and other valves, supports, etc. show some corrosion.  The 12 fiberglass cell inlet boxes show deterioration (delamination/dry rotting).  The inlet rotator valves and slide gates on the outlet valves (within effluent chamber) needs replacement.  The pneumatic air piping valves, particularly those around the control unit and on the 4-inch backwash air piping, are leaking.  Filter Cell 4 gate valve is leaking.  Some ceiling cracks and limited concrete floor spalling have been noted. Consultant’s proposed scope of services to address refurbishment of the effluent filters follows. The Filter Equipment Manufacturer (Evoqua) shall inspect and recommend the filter equipment and components that shall be replaced or rehabilitated during construction. General scope for refurbishment of the effluent filters shall include the following: 1. Removal, hauling, and disposal of all filter media and debris. 2. Cleaning of all filter cells. 3. Repair of concrete walls and floor as recommended by the Engineer. 4. Rehabilitate filter components as recommended by the Filter Equipment Manufacturer (Evoqua). This includes the inlet boxes, cell distribution/backwash trough assembly, under drain components, level sensors, air mix diffusers and clamps, instrument compressed air piping, 5. Repair or replace Filter Inlet valves and Backwash Trough valves as recommended by the Valve Manufacturer. 6. Repair or replace Filter Filtrate valves and Backwash valves as recommended by the Valve Manufacturer. 7. Repair Chem Clean System as recommended by the Filter Equipment Manufacturer (Evoqua). 8. Replacement of filter media. The improvements, replacement, or repairs to the following deficiencies are not included in this scope of work and will either be performed in-house or under a different scope of services.  Effluent, backwash, and reject pumps, piping, valves.  Supports for the effluent, backwash, and reject pumps and piping.  Any other equipment or components not specifically noted above. Task 1 – Meetings & Administration 1.1: Project Administration Consultant will perform project coordination and management activities between Consultant and the City. Consultant will prepare progress reports and invoices to be submitted monthly. It is anticipated that eighteen (18) progress reports/invoices will be prepared/submitted. Each progress report will include schedule and budget updates for each project task. 1.2: Project Kickoff Meeting CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 3 of 14 Revised: 4/2/2024 Consultant will coordinate and attend a project kick off meeting to discuss the project goals, introduce key team members, establish lines of communication and roles. Consultant will prepare an agenda and minutes summarizing the meeting discussions, decisions made, tasks delegated, deadlines, and action items required by participants. 1.3: Progress Meetings Consultant will coordinate and attend monthly project progress meetings to discuss progress and identify issues to be addressed. Consultant will prepare meeting agendas, milestone schedules, and minutes for each meeting. Each meeting will be attended by the Project Manager or designee as well as other team members as needed per the topics of discussion. It is anticipated that four (4) design progress meetings will be held virtually over Teams. Construction progress meetings and specialty site visits are provided under Section 8. Additional site visits anticipated are provided under Section 2, paragraph 2.2. 1.4: Design Review Meetings Consultant will coordinate and attend design review meetings to discuss design progress and identify issues to be addressed. Consultant will prepare meeting agendas and minutes for each meeting. Each meeting will be attended by the Project Manager or designee as well as other team members as needed per the topics of discussion. It is anticipated that design review meetings will be held virtually over Teams. 1.5: Health and Safety Plan Consultant will develop a project specific health and safety plan (HASP) for use by Consultant and its subconsultants. The HASP will be provided to the City upon request. Task 2 – Final Design Final Design will be based on providing plan, section and details for a complete filter rehab. Filter specific requirements for each filtration unit will be determined during an inspection from the Filter Manufacturer (Evoqua) when the filters are removed from service, drained and cleaned. The rehabilitation drawings will show the following: 1. Replacement of the instrument compressed air tubing. 2. Replacement of chemical feed pumps. 3. Replacement of influent valves and actuators. 4. Replacement of backwash trough valves and actuators. 5. Replacement of filter filtrate valves and actuators. 6. Replacement of backwash valve and actuators. 7. Replacement of backwash distribution trough and v-notch weirs. 8. Replacement of underdrain components. 9. Replacement of filter media. 10. Replacement of diffusers and support brackets/clamps. 11. Replacement of level floats/sensors. 12. Miscellaneous concrete repairs. CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 4 of 14 Revised: 4/2/2024 2.1: Evoqua Filter Rehab Inspection & Report Consultant will subcontract Evoqua Water Technologies/Xylem (Evoqua), the Hydro Clear® filter manufacturer, to perform an inspection of two (2) filter cells that have been drained and sand filter media removed. Evoqua will then prepare a filter inspection report that Consultant will use as an aid in defining improvement recommendations. The Evoqua subconsultant proposal is provided under Exhibit A. 2.2: Site Visit Consultant’s Project Manager and process design engineer will conduct one (1) site visit during design to discuss the project with the City’s Project Manager and NE WRF operations personnel to observe existing conditions. Consultant’s Project Manager and structural engineer will conduct one (1) site visit, coordinated with the Filter Manufacturer (Evoqua) rehab inspection described in Section 2, paragraph 2.1. Consultant’s Project Manager and process design engineer will conduct one (1) site visit with the CMAR prior to CMAR submitting GMP to confirm understanding of work to be completed. 2.3: Data Collection Consultant will review City provided documents, including:  NE WRF sand filtration system Record Drawings.  Documents related to the previously completed Marshall Street and NE WRF filter rehabilitation projects. Consultant will perform a visual structural evaluation of existing filter structures that are removed from service for the Evoqua Filter Inspection (See Section 2, paragraph 2.1) will be completed to identify types and quantify amount of anticipated repair work for each type of repair to be used to develop the GMP. Consultant will visually inspect exterior of structures and interior surfaces that are exposed at the time of inspection. It is anticipated that one (1) site visit will be required for this effort (see Section 2, paragraph 2.2). Additional inspections will be required for each set of filters removed from service during construction. See Section 8 for additional structural evaluation efforts. Consultant will prepare a memorandum for each inspection summarizing their observations, recommended repairs, and estimated quantity of repairs to be used for CMAR to establish the GMP. 2.4: Technical Specifications Consultant will prepare the supplemental technical specifications required for the project. See list of anticipated Supplemental Technical Specifications (Section IVa). Consultant will update and revise the Supplemental Technical Specifications prepared for the Marshall Street WRF Sand Filters Rehab (City Project #20-0011-UT). CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 5 of 14 Revised: 4/2/2024 TABLE OF CONTENTS Section Title DIVISION 1 – GENERAL REQUIREMENTS 01005 Project Requirements 01010 Summary of Project 01041 Project Coordination 01070 Abbreviations and Symbols 01091 Reference Specifications 01100 Special Project Procedures 01200 Project Meetings 01310 Construction Progress Schedules 01340 Shop Drawings, Working Drawings, and Samples 01370 Schedule of Values 01505 Mobilization and Demobilization 01600 Material and Equipment 01650 Start-up and Demonstration 01700 Contract Closeout 01710 Project Housekeeping/Cleaning 01720 Project Record Documents 01740 Warranties and Bonds DIVISION 2 – NOT USED DIVISION 3 – CONCRETE 03930 Existing Concrete Structures Repair DIVISIONS 4 – 10 – NOT USED DIVISION 11 – EQUIPMENT 11366 Sand Filters DIVISION 12-14 - NOTUSED DIVISION 15 – MECHANICAL 15000 Mechanical - General Requirements 15070 Schedule 80 Polyvinyl Chloride (PVC) Pipe and Fittings DIVISION 16 – NOT USED CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 6 of 14 Revised: 4/2/2024 The City will provide the additional project contract documents as deemed applicable. These may include an Advertisement of Bids and Notice to Contractors (Section I), Instructions to Bidders (Section II), General Conditions (Section III), Technical Specifications (Section IV), and Contract Documents (Section V). Consultant’s design submittals are defined as follows:  75% supplemental technical specifications submittal. A review meeting will be held following the submission.  100% supplemental technical specifications submittal will consist of further development of the 75% supplemental technical specifications and revisions to address 75% review comments from the City and CMAR. The supplemental technical specifications will be formatted in accordance with City Standards and prepared using Microsoft Word and PDF for each review submittal. 2.5: Final Design Drawings Consultant will prepare Construction Plans/Drawings required for the project. Consultant will provide level of detail similar to the Bid Documents prepared for the Marshall Street WRF Sand Filters Rehab (City Project #20-0011-UT). Consultant will prepare repair details and repair product specifications for recommended repairs in the final design and Bid documents. For budgeting purposes, it is assumed that structural repairs will be limited to crack repairs that fall within the following categories: 1. concrete cracks in liquid containment structures that are greater than 0.01 inch and less than 0.1 inch in width by epoxy pressure injection. 2. cracks in concrete structures that are wider than 1/10 inch by cutting out a square edged and uniformly aligned joint 3/8 inch wide by 3/4 inch deep. 3. cracks are serious or affect the structural integrity or function of the element, that require the concrete to be removed and replaced, complete. Repairs required beyond that noted above may require additional effort not accounted for in this scope of work. The following drawings are anticipated: 1. Cover Sheet with Sheet Index and Location Map 2. General Notes and Legend 3. Overall Facility Site Plan 4. Structural General Notes 5. Structural Concrete Repair Details (2 sheets) 6. Filter Rehabilitation Upper Plan 7. Filter Rehabilitation Lower Plan 8. Filter Rehabilitation Sections 9. Filter Rehabilitation Details (3 sheets) CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 7 of 14 Revised: 4/2/2024 10. General Details (2 Sheets) Consultant will prepare the final design drawings required for the project. Consultant’s design submittals are defined as follows:  75% design drawings submittal will consist of development of the design drawings.  100% design drawings submittal will consist of further development of the 75% design drawings and revisions to address 75% review comments from the City and CMAR. The design drawings will be formatted in accordance with City Standards and prepared using AutoCAD and provided in PDF format for each review. Full scale drawings will be 22”x34”. A review meeting will be held following each submission. 2.6: CMAR Reviews/Coordination Consultant will respond to CMAR’s questions pertaining to the 75% design drawings which will be provided to the CMAR for review. It is assumed the CMAR will be responsible for preparing an opinion of construction cost at each design stage. Consultant will assist the City in responding to recommendations that may be offered by CMAR. Task 3 – Permitting 3.1: City of Clearwater – Building Permits No building permits are anticipated based on the anticipated rehabilitation scope of work. 3.2: FDEP Permit It is anticipated that the NE WRF sand filter rehabilitation will not require a FDEP Wastewater Permit Modification due to the like for like replacement and no change to the WRF capacity. Task 4 – CMAR Bidding Phase 4.1: Respond to Questions Consultant will respond to questions received by the City and CMAR for clarifications and will provide technical revisions that become apparent during the bidding process. The City will prepare and issue addenda. 4.2: Furnish Conformed Set Consultant will conform the Final Drawings and Project Manual at the end of the bidding phase to reflect any changes to the project design resulting from addenda. Consultant will furnish the City with one (1) Conformed Drawings set and one (1) Project Manual for use during construction. Electronic format of the Conformed Drawings and Project Manual will be PDF. CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 8 of 14 Revised: 4/2/2024 Task 5 – SCADA Design Services Supervisory control and data acquisition (SCADA) design services are not included in this scope of work. Task 6 – Construction Administration Services For this Work Order, Consultant will provide the following construction administration, observation and project close-out services for the filter rehabilitation. These services are based on a construction duration of 365 calendar days (45 days for submittals and 320 days for construction). Task 6.1: Construction Administration Consultant will perform the following construction administration services:  Prepare for and attend one (1) preconstruction meeting. CMAR will prepare the meeting agenda and record and distribute the meeting minutes.  Attend, in person, up to eleven (11) progress meetings for the contracted construction period. It is expected that the CMAR will prepare each meeting’s agenda and will record and distribute the meeting minutes.  Provide interpretation or clarification of the design documents when requested including responding to CMAR’s RFIs and claims. Consultant anticipates up to six (6) RFIs and clarifications of the contract documents.  Review up to twenty (20) shop drawings and other submittals up to two (2) times per submittal for general conformance with the Contract Documents.  Review applications for payment, quantities and the accompanying data and schedule, determine the amounts owed to the Contractor and advise the City of the recommended payments. Twelve (12) pay apps are anticipated for the project.  CMAR shall create and maintain submittal log including shop drawings, substitution requests, requests for information, and change order requests. Consultant shall work with the CMAR to maintain the log.  Structural engineer with conduct up to six (6) site visits to observe and document existing conditions of the filter structures once they have been removed from service, clean, and safely accessible. Structural Engineer will prepare recommendation for concrete repairs for each set of filters. See Section 2, paragraph 2.5 for anticipated types of repair work.  Structural Engineer with conduct up to six (6) site visits to observe repair work completed and provide corrective action, if needed, to the CMAR. CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 9 of 14 Revised: 4/2/2024  Attend six (6) substantial completion site visits (one per set of two filters) to determine if the project has been completed in accordance with the Contract Documents. Tetra Tech will coordinate with Evoqua to develop a punch list of items to be corrected by the Contractor. Each substantial completion visit is assumed to be prior to media placement within the rehabilitated filter bed.  Conduct one (1) final completion inspection to determine if the punch list items have been completed. Task 6.2: Project Closeout Tetra Tech will perform the following Project Closeout services:  Prepare record drawings, incorporating changes made to original design during construction based on record information furnished by the CMAR and provide one (1) flash drive with an electronic version of the record documents to the City in PDF-format and ACAD format.  Prepare a project catalog that includes all of the construction documentation, including files of correspondence, meeting minutes, Contract Documents, change orders, field orders, RFI’s, work change directives, addenda, additional drawings issued subsequent to the Contract, progress reports, shop drawing and progress submittals, regulatory correspondence and other project related documents. At the conclusion of the project, Tetra Tech will combine the information into a project catalog and submit to the City for review and comment. The project catalog will be submitted electronically. One round of City review and comment is budgeted. Upon receipt and inclusion of City comments, Tetra Tech will provide a final project catalog in electronic format. Task 7 – Resident Project Representative (RPR) Services Task 7.1: RPR Services To better ensure that the Project is constructed in accordance with the Contract Documents, the Tetra Tech will provide the construction observation services throughout the duration of construction. The anticipated construction duration is 45 weeks. Therefore, total on-site construction observation hours are estimated to be 8 hours per week for a 45-week period and an additional 22 days on site based on work being completed each week for a total of 67 days or 536 hours. The role, limitations and responsibilities of the Tetra Tech are set forth below:  Provide onsite observation to verify compliance with the Contract Documents and inform the City of progress and any observed deficiencies.  Prepare field reports for the portion of the day on site, documenting construction activities and submit them to the City for review on a weekly basis. CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 10 of 14 Revised: 4/2/2024  Review the Contractor’s red-line as-builts on site on a monthly basis.  Observation inspections as Tetra Tech deems necessary. Task 8 – Other Direct Costs Other Direct Costs (travel outside of Tampa area, photocopies, postage,) are included in the grand total project fee. Task 9 – Contingency (10%) A 10% contingency up to $23,000.00 is included in the grand total project fee and will only be billed with prior written authorization from the City Project Manager. 3. PROJECT GOALS: Consultant will prepare the following deliverables:  Structural/concrete repairs technical memorandum  75% and 100% Design Documents  Conformed Drawings and Project Manual  Weekly construction field reports.  Record Drawings and Project Catalog 4. FEES: This price includes all labor and expenses anticipated to be incurred by Consultant for the completion of these tasks in accordance with Professional Services Method “A” – Hourly Rate for a fee not to exceed three-hundred fifteen-thousand nine-hundred and fifty-one dollars ($315,951). A detailed breakdown of the fee is provided in Attachment A. Exhibit A includes subconsultant proposals. 5. SCHEDULE: Consultant anticipates that the project schedule will be as follows from notice to proceed (NTP): Task Calendar Days Per Task Task Completion Task 1 - Meetings & Administration 530 530 Calendar Days from Notice to Proceed Task 2 - Final Design 120 120 Calendar Days from Notice to Proceed CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 11 of 14 Revised: 4/2/2024 Task 4 - CMAR Bidding Phase 45 165 Calendar Days from Notice to Proceed Task6 – Construction Administration Services 365 530 Calendar Days from Notice to Proceed Task 7 – Resident Project Representative (RPR) 315 530 Calendar Days from Notice to Proceed Note: Tasks 3 and 5 are not included or do not have a project schedule component associated with it. 6. STAFF ASSIGNMENT: City’s Staff assignments include: Project Manager: Rama Pandkar Engineering Manager: Kaylynn Price Public Utilities Director: Richard Gardner Public Utilities Assistant Director: Michael Flanigan Infrastructure Maintenance Manager Daniel Trueblood Infrastructure Maintenance Asst Manager Wayne LaFleur Wastewater Envt’l Tech (WET) Manager Christina Goodrich Public Utilities (WET) Assistant Manager Travis Teuber NE WRF Chief Plant Operator Jerry Hahn Utilities Maintenance Supervisor I Herman Winthrop Utilities Maintenance Supervisor II (Electrical) Zeron Rance The City Consultant’s staff assignments include: Client Manager: Andrew Woodcock Regional Manager: James Uzdavinis Project Manager: Jennifer Ribotti CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 12 of 14 Revised: 4/2/2024 7. CORRESPONDENCE/REPORTING PROCEDURES: All City project correspondence shall be directed to the Project Manager, with copies to the Engineering Manager, Public Utilities Assistant Director, and Public Utilities Director. A health and safety plan will be prepared by Consultant and submitted to the City Project Manager upon request prior to mobilizing to the site. Consultant shall provide a minimum of forty-eight (48) hours’ notice prior to conducting fieldwork/site visits. Consultant shall provide a minimum of seven (7) days notification for site visits requiring the assistance of City Operations and Maintenance personnel. Notification will be provided by Consultant for employees of Consultant. Consultant acknowledges that all City directives shall be provided by the City Project Manager. 8. INVOICING/FUNDING PROCEDURES: City Invoicing Code: ____________________ For work performed, invoices shall be submitted monthly to: CITY OF CLEARWATER, PUBLIC UTILITIES DEPARTMENT ATTENTION: PU Engineering 1650 NO ARCTURAS AVE BLDG-C CLEARWATER, FLORIDA 33765-1945 Email: PUEngineering@MyClearwater.com Contingency services will be billed as incurred only after written authorization provided by the City to proceed with those services. 9. INVOICING PROCEDURES: At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: 1. Purchase Order, Project and Invoice Numbers and Contract Amount. 2. The time period (begin and end date) covered by the invoice. 3. A short narrative summary of activities completed in the time period. 4. Contract billing method – Lump Sum or Hourly Rate. 5. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). 6. If Hourly Rate, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, the percent completion, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). 7. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 13 of 14 Revised: 4/2/2024 10. CONSIDERATIONS: Consultant acknowledges the following: 1. The Consultant named above is required to comply with Section 119.0701, Florida Statutes, where applicable. 2. All City directives shall be provided by the City Project Manager. 3. “Alternate equals” shall not be approved until City Project Manager agrees. 4. All submittals must be accompanied by evidence each has been internally checked for QA/QC before providing to City. 5. Consultants/Contractors are not permitted to use City-owned equipment (i.e., sampling equipment, etc.). 6. Documents posted on City website must ADA accessible. 11. ADDITIONAL CONSIDERATIONS: All work orders should include considerations for the following: 1. Sea Level Rise and Flood Resilience, as applicable. 2. Submittal of a Critical Path Method (CPM) Schedule(s). 3. Submittal of a Project Catalog with the following items, as appropriate: a. Data requests, assumptions, critical correspondence, meeting agenda, sign-in sheets, meeting minutes, document comment-response log(s), technical memorandum/reports, addenda, progress reports, regulatory correspondence, and other project-related documents. b. If construction project, also include design plans, conformed plans, change orders, field orders, RFIs, work change directives, addenda, progress reports, shop drawing and progress submittals, as-builts, record drawings, and other project- related documents such as O&M manuals and warranty information. c. At the conclusion of the project, ENGINEER will combine this information into a Project Catalog and submit to the City for review and comment. 4. Arc Flash labeling requirements: a. All electrical designs and construction shall adhere to NFPA 70 E “Standard for Electrical Safety in the Workplace”. b. Updated calculations of Fault and Arc Flash, and provisions for new or updated Arc Flash equipment labeling shall be included in the contract documents. 12. SPECIAL CONSIDERATIONS: None 13. SIGNATURES: PREPARED BY: APPROVED BY: CONSULTANT WORK ORDER NE WRF Sand Filter Rehabilitation Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order Page 14 of 14 Revised: 4/2/2024 Andrew Woodcock, P.E. Richard Gardner, P.E. Client Manager Public Utilities Director Tetra Tech City of Clearwater Date Date ATTACHMENT “A” CONSULTANT WORK ORDER – PROJECT FEES TABLE NE WRF Effluent Filtration System Refurbishment Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order – Project Fees Table Page 1 of 2 Revised: 4/2/2024 CONSULTANT WORK ORDER PROJECT FEES TABLE Task Description Subconsultant Services Labor Total 1.0 General Program Management Services 1.1 Project Administration $4,993 $4,993 1.2 Project Kickoff Meeting $5,021 $5,021 1.3 Progress Meeting $4,068 $4,068 1.4 Design Review Meetings $1,862 $1,862 1.5 Health and Safety Plan $672 $672 Sub Total: $16,616 2.0 Final Design 2.1 Evoqua Filter Rehab Inspection & Report $3,000 $1,594 $4,594 2.2 Data Collection $4,003 $4,003 2.3 Site Visits $1,828 $1,828 2.4 Supplemental Technical Specifications $7,621 $7,621 2.5 Final Design Drawings $3,398 $34,530 $37,928 2.6 CMAR Reviews/Coordination $2,966 $2,966 Sub Total: $58,940 3.0 Permitting (1) 4.0 CMAR Bidding Phase 4.1 Respond to Questions $423 $4560 $4,983 4.2 Furnish Conformed Set $4,227 $4,227 Sub Total: $9,210 5.0 SCADA Design Services (1) 6.0 Construction Administration Services 6.1 Construction Administration $14,437 $42,106 $56,543 6.2 Project Close-out $6,545 $6,545 Sub Total: $63,088 7.0 Resident Project Representative (RPR) 7.1 RPR Services $137,102 $137,102 Sub Total: $137,102 SUBTOTAL, LABOR, AND SUB-CONTRACTORS: $284,956 (1) Fess for Tasks 3 and 5 are not included in the Project Fees Table. These Tasks are not anticipated as part of this scope of work. ATTACHMENT “A” CONSULTANT WORK ORDER – PROJECT FEES TABLE NE WRF Effluent Filtration System Refurbishment Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order – Project Fees Table Page 2 of 2 Revised: 4/2/2024 PROJECT FEES TABLE (Continued) Task Description Total 8.0 Other Direct Costs (travel outside of Tampa area, photocopies, postage,) (Not applicable to lump sum Work Orders) $2,500 9.0 Contingency (10%) $28,495 Sub Total: $30,995 GRAND TOTAL: $315,951 ATTACHMENT “C” CONSULTANT WORK ORDER – SUBCONSULTANT PROPOSALS NE WRF Effluent Filtration System Refurbishment Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order – Project Fees Table Page 1 of 1 Revised: 4/2/2024 CONSULTANT WORK ORDER CITY DELIVERABLES 1. FORMAT: The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES: The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20’ unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. NOTE: If approved deviation from Clearwater CAD standards are used the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard release of Autodesk, Inc. software. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562- 4762 or email address Tom.Mahony@myClearwater.com. All electronic files (including CAD and Specification files) must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. EXHIBIT “A” SUBCONSULTANT PROPOSALS NE WRF Effluent Filtration System Refurbishment Tetra Tech Inc. 23-0045-UT City of Clearwater Consultant Work Order – Project Fees Table Page 1 of 1 Revised: 4/2/2024 711 N Orange Ave, Suite AWinter Park, FL 32789 Phone: 321.972.4989 February 28, 2024 Wekiva Project #24-153 Brenda Keenan, PE Tetra Tech, Inc.201 East Pine Street, Suite 1000Orlando, FL 32801 Re: Proposal for Structural Engineering Services Northeast WRF Sand Filter Rehabilitation City of Clearwater, Florida Ms. Keenan, Wekiva Engineering, LLC (Wekiva) is pleased to submit this proposal to provide structural engineering services to Tetra Tech (TT) for the above referenced project. It is our understanding that this project will entail the following improvements to the existing filter treatment process which will require structural engineering design support: •Rehabilitation of Filter media along with the replacement of the existing underdrain system. •Rehabilitation of the existing concrete structure.•New miscellaneous pipe and equipment supports. SCOPE OF SERVICES Wekiva will perform the following tasks: Task 1: Perform Site Visit & Prepare Drawings and Specifications (75%, 100%): Wekiva staff will visit the site to view the current condition of the structure. Wekiva will then prepare drawings and specifications. It is anticipated that approximately one (1) drawing will be prepared and standard division 3 specifications. We will prepare signed and sealed drawings for permitting purposes. Wekiva will attend up to two (2) design meetings to review comments with the City and the design team. Task 2: Services During CMAR Bidding: Wekiva staff will assist TT with services during bidding by answering Contractor’s questions and issuing addenda. Task 3: Services During Construction: Wekiva staff will assist TT with services during construction by performing the following task items: •Prepare conformed documents. •Review and respond to shop drawings and RFI’s.•It is anticipated that a total of twelve (12) site visits will be performed during construction when the filter media has been removed. This visit will allow Wekiva to see the condition of the structure and provide any additional recommendations regarding the design implementation as needed. Site visits will also be performed after repairs have been performed. •Prepare record drawings. 711 N Orange Ave, Suite AWinter Park, FL 32789 Phone: 321.972.4989 COST AND SCHEDULE Wekiva proposes to undertake the work described above on a time and expense fee basis at a total not-to-exceed price of $18,258.24. The following is a breakdown of fee per task: •Task 1 $3,397.68•Task 2 $423.28 •Task 3 $14,437.28 •Total $18,258.24 TERMS AND CONDITIONS Wekiva will begin work immediately upon your notice to proceed. We will issue monthly invoices for the work accomplished during the calendar month. We appreciate the opportunity to submit this proposal to TT and we look forward to a successful collaboration on this project. If you have any questions or need further information, please call. Sincerely, John Sobczak, P.E. Member Table 1 - Structural Engineering Services Fee Fee Estimate: Structural Engineering Services City of Clearwater NE WRF Sand Filter Rehabilitation Date: February 2024 Task Task Est.No Man-hours By Category Totals No Description Dwgs Principal ProjectEngineer Engineer Drafting Clerical Hrs Cost $185.90 $137.28 $108.68 $68.64 $51.48 1 Prepare Drawings and Specs 1 8 2 4 16 2 32 $3,397.68 2 Services During CMAR Bidding -2 0 0 0 1 3 $423.28 3 Services During Construction -68 4 8 4 2 86 $14,437.28 Total Cost $18,258.24 1828 Metcalf Ave., Thomasville, GA 31792 +1 (229) 226-5733 (phone) +1 (229) 228-0312 (fax) www.evoqua.com `` CLEARWATER NE WPCF HYDRO-CLEAR® FILTER INSPECTION / EVALUATION PROPOSAL Quotation #04140031 January 8, 2024 QUOTATION NO. 04140031 Clearwater NE WPCF Hydro-Clear® Filter Inspection DATE: January 8, 2024 Page 2 of 7 To: Mr. Fred Mittl – Tetra Tech Subject: Inspection/Evaluation for Hydro Clear Filters at the Clearwater NE WPCF Evoqua Water Technologies, LLC is pleased to offer the following onsite service inspect the existing 12 cell concrete tank Hydro Clear filter Model 12 KK 12 x 30, located at the Clearwater NE WPCF. Evoqua Water Technologies will provide: 1. An inspection and evaluation of the Hydro Clear® Sand Filter System to determine the overall condition of the filters and components a. A detailed report will help to better understand the condition of the filtration system and will be helpful for preparing a scope for the proposed rehab. EVOQUA’s SCOPE OF SERVICE: The Service provided will include an inspection and review of the Hydro Clear® Rapid Sand Filter System and components including but not limited to: 1. Pneumatic Valves 2. Media • condition of media above and in the fiberglass grating squares (compacted, debris etc.) • depth of media 3. Underdrain system • condition of I-beams and loose angles and associated fasteners (corrosion, paint etc.) • condition of the wire mesh screen* • condition of sealing gasket* • condition of underdrain cores* • condition of the grating sections • condition of gullet covers* • condition of the underdrain support tubes* *Condition of the wire mesh screens, underdrain cores, gullet covers, support tubes and sealing gasket to the extent possible without completely stripping out a filter sub cell. This is usually not necessary unless other indicators suggest a need. Should that be necessary, Plant Personnel should be prepared to, at a minimum, strip out 1 filter sub cell during our inspection. Reassembly would require the use of new perimeter gasket, core sealing gasket and possibly new stainless-steel wire mesh screen and stainless-steel hold down fasteners. 4. Filter Cell internal components • inlet boxes, Cipoletti flow distribution weirs, gaskets and fasteners • holddown I-beams and perimeter long and short angles • backwash troughs, v-notch weirs, trough support stands & brackets, gaskets and fasteners • splash plates and fasteners • low pressure air diffusers, drops, headers and support brackets • vent pipes • level switch elevations and probe guides Upon completion of the inspection / evaluation, Evoqua will provide: 1. A cursory report highlighting observations made during the inspection to be provided before leaving the site 2. A detailed report outlining the condition of the filter system and the filter system components including recommendations for repair or replacement of each item will be submitted to the City of Clearwater / Tetra Tech within 5 days of the site inspection QUOTATION NO. 04140031 Clearwater NE WPCF Hydro-Clear® Filter Inspection DATE: January 8, 2024 Page 3 of 7 3. A quotation for recommended materials, parts and supervisory service that would be needed to make repairs to the filter system based on the inspection, submitted to the City of Clearwater / Tetra Tech within 15 days following a request from the City of Clearwater / Tetra Tech. TIME REQUIREMENTS: 1. Inspection / Evaluation of the filter system – 1 day onsite 2. Travel – 1 days 3. Inspection report – 1 day PRICE SUMMARY: Evoqua’s price includes only the specific items detailed in this proposal. A) UNIT PRICING: PRICE TOTAL $3,000.00 B) ITEM & DESCRIPTION: See section D for description C) QUOTATION VALIDITY: This quotation is valid for a period of thirty (30) days unless extended in writing by Evoqua. D) FIELD SERVICES: Evoqua will provide a manufacturer trained field engineer with enough experience and knowledge of the sand filter system to provide a thorough inspection and evaluation of the filter system during one (1) onsite eight (8) hour day. E) PAYMENT AND PRICE TERMS: The terms of payment are net 30 F) CLARIFICATIONS /EXCEPTIONS: 1 – The Services do not include the authority to direct, or responsibility for, the actions or omissions of City of Clearwater employees, representatives, contractors or agents engaged in the inspection of the filtration system or the results obtained therefrom. 2 – The Services do not include, and Evoqua will not provide, engineering or design services 3 – The owner must have power and high-pressure air (air compressor) available to the filter control system during the inspection of the filters. Variations from Evoqua’s standard Terms and Conditions of Sale and the Clarifications/Exceptions identified above can be negotiated on an individual, as needed basis prior to award of contract. However, please note that this proposal is expressly conditioned upon: (i) acceptance by the Owner or Contractor of the Terms and Conditions of Sale and the Clarifications/Exceptions as described within this proposal, without modification or addition, or a mutually agreed upon set of commercial and technical terms; and (ii) Evoqua’s satisfactory completion of an anti-corruption due diligence review of the purchaser. Evoqua’s prices are exclusive of any taxes unless expressly stated in this quotation. If this project is subject to sales or use tax, tariffs, import/ export fees, duties or any other government dues. The Purchaser shall be invoiced for taxes at the current rate of sales or use tax for the jobsite location, at the time of invoice issuance. QUOTATION NO. 04140031 Clearwater NE WPCF Hydro-Clear® Filter Inspection DATE: January 8, 2024 Page 4 of 7 Questions relative to this Quotation should be directed to Evoqua's Product Specialist: Earl Gehringer Hydro Clear Product Specialist Evoqua Water Technologies Mobile: 321-427-9879 E-mail: earl.gehringer@evoqua.com ************************************************************************************************************ Quotation Submitted by Evoqua Water Technologies, LLC: Kris Kebbekus Signature below indicates acceptance of this quotation, including the Standard Terms of Sale attached hereto. Accepted by Buyer: Acknowledged by Seller: _____________________________ Evoqua Water Technologies, LLC Company Name By: __________________________ By: __________________________ Signature Signature __________________________ __________________________ Printed Name Printed Name __________________________ __________________________ Title Title __________________________ __________________________ Date Date QUOTATION NO. 04140031 Clearwater NE WPCF Hydro-Clear® Filter Inspection DATE: January 8, 2024 Page 5 of 7 EVOQUA WATER TECHNOLOGIES LLC Standard Terms of Sale 1. Applicable Terms. These terms govern the purchase and sale of equipment, products, related services, leased products, and media goods if any (collectively herein "Work"), referred to in Seller’s proposal ("Seller’s Documentation"). Whether these terms are included in an offer or an acceptance by Seller, such offer or acceptance is expressly conditioned on Buyer’s assent to these terms. Seller rejects all additional or different terms in any of Buyer’s forms or documents. 2. Payment. Buyer shall pay Seller the full purchase price as set forth in Seller’s Documentation. Unless Seller’s Documentation specifically provides otherwise, freight, storage, insurance and all taxes, levies, duties, tariffs, permits or license fees or other governmental charges relating to the Work or any incremental increases thereto shall be paid by Buyer. If Seller is required to pay any such charges, Buyer shall immediately reimburse Seller. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Seller with a valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, costs and penalties arising out of same. All payments are due within 30 days after receipt of invoice. Buyer shall be charged the lower of 1 ½% interest per month or the maximum legal rate on all amounts not received by the due date and shall pay all of Seller’s reasonable costs (including attorneys’ fees) of collecting amounts due but unpaid. All orders are subject to credit approval by Seller. Back charges without Seller’s prior written approval shall not be accepted. 3. Delivery. Delivery of the Work shall be in material compliance with the schedule in Seller’s Documentation. Unless Seller’s Documentation provides otherwise, delivery terms are ExWorks Seller’s factory (Incoterms 2010). Title to all Work shall pass upon receipt of payment for the Work under the respective invoice. Unless otherwise agreed to in writing by Seller, shipping dates are approximate only and Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer’s customer if Seller fails to meet the specified delivery schedule. 4. Ownership of Materials and Licenses. All devices, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data, software and other documents or information prepared or disclosed by Seller, and all related intellectual property rights, shall remain Seller’s property. Seller grants Buyer a non-exclusive, non-transferable license to use any such material solely for Buyer’s use of the Work. Buyer shall not disclose any such material to third parties without Seller’s prior written consent. Buyer grants Seller a non- exclusive, non-transferable license to use Buyer’s name and logo for marketing purposes, including but not limited to, press releases, marketing and promotional materials, and web site content. 5. Changes. Neither party shall implement any changes in the scope of Work described in Seller’s Documentation without a mutually agreed upon change order. Any change to the scope of the Work, delivery schedule for the Work, any Force Majeure Event, any law, rule, regulation, order, code, standard or requirement which requires any change hereunder shall entitle Seller to an equitable adjustment in the price and time of performance. 6. Force Majeure Event. Neither Buyer nor Seller shall have any liability for any breach or delay (except for breach of payment obligations) caused by a Force Majeure Event. If a Force Majeure Event exceeds six (6) months in duration, the Seller shall have the right to terminate the Agreement without liability, upon fifteen (15) days written notice to Buyer, and shall be entitled to payment for work performed prior to the date of termination. “Force Majeure Event” shall mean events or circumstances that are beyond the affected party’s control and could not reasonably have been easily avoided or overcome by the affected party and are not substantially attributable to the other party. Force Majeure Event may include, but is not limited to, the following circumstances or events: war, act of foreign enemies, terrorism, riot, strike, or lockout by persons other than by Seller or its sub-suppliers, natural catastrophes or (with respect to on-site work), unusual weather conditions. 7. Warranty. Subject to the following sentence, Seller warrants to Buyer that the (i) Work shall materially conform to the description in Seller’s Documentation and shall be free from defects in material and workmanship and (ii) the Services shall be performed in a timely and workmanlike manner. Determination of suitability of treated water for any use by Buyer shall be the sole and exclusive responsibility of Buyer. The foregoing warranty shall not apply to any Work that is specified or otherwise demanded by Buyer and is not manufactured or selected by Seller, as to which (i) Seller hereby assigns to Buyer, to the extent assignable, any warranties made to Seller and (ii) Seller shall have no other liability to Buyer under warranty, tort or any other legal theory. The Seller warrants the Work, or any components thereof, through the earlier of (i) eighteen (18) months from delivery of the Work or (ii) twelve (12) months from initial operation of the Work or ninety (90) days from the performance of services (the “Warranty Period”). If Buyer gives Seller prompt written notice of breach of this warranty within the Warranty Period, Seller shall, at its sole option and as Buyer’s sole and exclusive remedy, repair or replace the subject parts, re- perform the Service or refund the purchase price. Unless otherwise agreed to in writing by Seller, (i) Buyer shall be responsible for any labor required to gain access to the Work so that Seller can assess the available remedies and (ii) Buyer shall be responsible for all costs of installation of repaired or replaced Work. If Seller determines that any claimed breach is not, in fact, covered by this warranty, Buyer shall pay Seller its then customary charges for any repair or replacement made by Seller. Seller’s warranty is conditioned on Buyer’s (a) operating and maintaining the Work in accordance with Seller’s instructions, (b) not making any unauthorized repairs or alterations, and (c) not being in default of any payment obligation to Seller. Seller’s warranty does not cover (i) damage caused by chemical action or abrasive material, QUOTATION NO. 04140031 Clearwater NE WPCF Hydro-Clear® Filter Inspection DATE: January 8, 2024 Page 6 of 7 misuse or improper installation (unless installed by Seller) and (ii) media goods (such as, but not limited to, resin, membranes, or granular activated carbon media) once media goods are installed. THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE THE SELLER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITATION OF LIABILITY PROVISION BELOW. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. 8. Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, cause of action or liability incurred by Buyer as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused by Seller's negligence. Seller shall have the sole authority to direct the defense of and settle any indemnified claim. Seller’s indemnification is conditioned on Buyer (a) promptly, within the Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation in the defense of any claim. 9. Assignment. Neither party may assign this Agreement, in whole or in part, nor any rights or obligations hereunder without the prior written consent of the other party; provided, however, the Seller may assign its rights and obligations under these terms to its affiliates or in connection with the sale or transfer of the Seller’s business and Seller may grant a security interest in the Agreement and/or assign proceeds of the agreement without Buyer’s consent. 10. Termination. Either party may terminate this agreement, upon issuance of a written notice of breach and a thirty (30) day cure period, for a material breach (including but not limited to, filing of bankruptcy, or failure to fulfill the material obligations of this agreement). If Buyer suspends an order without a change order for ninety (90) or more days, Seller may thereafter terminate this Agreement without liability, upon fifteen (15) days written notice to Buyer, and shall be entitled to payment for work performed, whether delivered or undelivered, prior to the date of termination. 11. Dispute Resolution. Seller and Buyer shall negotiate in good faith to resolve any dispute relating hereto. If, despite good faith efforts, the parties are unable to resolve a dispute or claim arising out of or relating to this Agreement or its breach, termination, enforcement, interpretation or validity, the parties will first seek to agree on a forum for mediation to be held in a mutually agreeable site. If the parties are unable to resolve the dispute through mediation, then any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Pittsburgh, Pennsylvania before three arbitrators who are lawyers experienced in the discipline that is the subject of the dispute and shall be jointly selected by Seller and Buyer. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The Arbitrators shall issue a reasoned decision of a majority of the arbitrators, which shall be the decision of the panel. Judgment may be entered upon the arbitrators’ decision in any court of competent jurisdiction. The substantially prevailing party as determined by the arbitrators shall be reimbursed by the other party for all costs, expenses and charges, including without limitation reasonable attorneys’ fees, incurred by the prevailing party in connection with the arbitration. For any order shipped outside of the United States, any dispute shall be referred to and finally determined by the International Center for Dispute Resolution in accordance with the provisions of its International Arbitration Rules, enforceable under the New York Convention (Convention on the Recognition and Enforcement of Foreign Arbitral Awards) and the governing language shall be English. 12. Export Compliance. Buyer acknowledges that Seller is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Work provided under this Agreement, including any export license requirements. Buyer agrees that such Work shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. 13. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND SELLER’S TOTAL LIABILITY ARISING AT ANY TIME FROM THE SALE OR USE OF THE WORK, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR ALL WARRANTY CLAIMS OR FOR ANY BREACH OR FAILURE TO PERFORM ANY OBLIGATION UNDER THE CONTRACT, SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE WORK. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY. 14. Rental Equipment / Services. Any leased or rented equipment (“Leased Equipment”) provided by Seller shall at all times be the property of Seller with the exception of certain miscellaneous installation materials purchased by the Buyer, and no right or property interest is transferred to the Buyer, except the right to use any such Leased Equipment as provided herein. Buyer agrees that it shall not pledge, lend, or create a security interest in, part with possession of, or relocate the Leased Equipment. Buyer shall be responsible to maintain the Leased Equipment in good and efficient working order. At the end of the initial term specified in the order, the terms shall automatically renew for the identical period unless canceled in writing by Buyer or Seller not sooner than three (3) months nor later than one (1) month from termination of the initial order or any renewal terms. Upon any renewal, Seller shall have the right to issue notice of increased pricing which shall be effective for any renewed terms unless Buyer objects in writing within fifteen (15) days of issuance of said notice. If Buyer timely cancels service in writing prior to the end of the initial or any renewal term this shall not relieve Buyer of its obligations under the order for QUOTATION NO. 04140031 Clearwater NE WPCF Hydro-Clear® Filter Inspection DATE: January 8, 2024 Page 7 of 7 the monthly rental service charge which shall continue to be due and owing. Upon the expiration or termination of this Agreement, Buyer shall promptly make any Leased Equipment available to Seller for removal. Buyer hereby agrees that it shall grant Seller access to the Leased Equipment location and shall permit Seller to take possession of and remove the Leased Equipment without resort to legal process and hereby releases Seller from any claim or right of action for trespass or damages caused by reason of such entry and removal. 15. Miscellaneous. These terms, together with any Contract Documents issued or signed by the Seller, comprise the complete and exclusive statement of the agreement between the parties (the “Agreement”) and supersede any terms contained in Buyer’s documents, unless separately signed by Seller. No part of the Agreement may be changed or cancelled except by a written document signed by Seller and Buyer. No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Agreement. To the extent the Agreement is considered a subcontract under Buyer’s prime contract with an agency of the United States government, in case of Federal Acquisition Regulations (FARs) flow down terms, Seller will be in compliance with Section 44.403 of the FAR relating to commercial items and those additional clauses as specifically listed in 52.244-6, Subcontracts for Commercial Items (OCT 2014). If any of these terms is unenforceable, such term shall be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. Both Buyer and Seller reject the applicability of the United Nations Convention on Contracts for the international sales of goods to the relationship between the parties and to all transactions arising from said relationship. Bill Rate >175.43 97.62 286.91 140.83 108.81 121.92 129.58 Proj Area > Submitted to: City of Clearwater (Attn: Rama Pandkar) Contract Type: T&M Project Phases / Tasks 1,883 259 68 51 274 - 1,088 143 263,697 49,753 - - 2,500 315,950 2 3 5 6 7 8 9 1. Meetings and Administration 102 38 25 13 26 - - - 16,616 - - - - 16,616 1.1 Project Administration 34 20 14 - 4,993 4,993 1.2 Kickoff Meeting and Site Visit 26 8 2 8 8 - 5,021 5,021 1.3 Progress Meetings (4 virtual)24 8 4 4 8 - 4,068 4,068 1.4 Design Review Meetings (75% Design)12 2 1 1 8 - 1,862 1,862 1.5 Health and Safety Plan 6 4 2 - 672 672 2. Final Design 340 61 - 26 142 - - 111 52,542 6,398 - - - 58,940 2.1 Evoqua Filter Inspection and Report 9 1 2 6 - 1,594 3,000 4,594 2.2 Site Visit (3)24 18 6 - 4,003 4,003 2.3 Data Collection 12 4 8 - 1,828 1,828 2.4 Technical Specifications 48 8 4 36 - 7,621 7,621 2.5 Final Design Drawings 229 26 - 18 74 - - 111 34,530 3,398 - - - 37,928 75% Drawings 153 14 - - 12 54 - - 73 22,963 3,398 - - - 26,361 General Drawing Sheets (3)19 4 - 6 - 9 2,713 2,713 Mechanical/Process Sheets (8)132 8 - 12 48 - 64 19,899 19,899 Structural Sheets (3), by Sub-Consultant 2 2 - - 351 3,398 3,749 100% Drawings/Final Submittal for GMP 76 12 - - 6 20 - - 38 11,567 - - - - 11,567 General Drawing Sheets (3)12 2 - 4 - 6 1,692 1,692 Mechanical/Process Sheets (8)62 8 - 6 16 - 32 9,525 9,525 Structural Sheets (3), by Sub-Consultant 2 2 - - 351 351 2.6 CMAR Reviews/Coordination 18 4 2 12 - 2,966 2,966 4. CMAR Bidding Phase 64 4 10 2 28 - - 20 8,787 423 - - - 9,210 4.1 Respond to Questions 32 2 4 2 12 - 12 4,560 423 4,983 4.2 Furnish Conformed Documents 32 2 6 16 - 8 4,227 4,227 6. Construction Administration 297 156 33 10 78 - 8 12 48,650 14,437 - - - 63,087 6.1 Construction Administration 253 152 27 8 58 - 8 - 42,106 14,437 - - - 56,543 Preconstruction Meeting 16 8 - - 8 2,379 2,379 Progress Meetings (11, on-site)88 88 - - 15,987 15,987 Respond to RFIs (up to 6)18 3 - 3 12 - 2,945 2,945 Shop Drawing Review (up to 20)55 10 - 5 40 - 8,330 8,330 Review Pay Apps (up to 12)6 - 6 - 875 875 Structural Inspections (by Subconsultant)- - - - Substanbtial Completion Walk-Thru (up to 6)60 48 12 - - 9,933 9,933 Final Completion Walk-Thru 10 8 2 - - 1,656 1,656 Structural Sub-Consultant - - - 14,437 14,437 6.2 Project Close-Out 44 4 6 2 20 - - 12 6,545 - - - - 6,545 Record Drawings 20 2 - 2 4 - 12 3,195 3,195 Project Catalog 24 2 6 - 16 - 3,349 3,349 7. Resident Project Representative (RPR)1,080 - - - - - 1,080 - 137,102 - - - - 137,102 7.1 RPR Services (315 days)1,080 - 1,080 137,102 137,102 8. Other Direct Costs - - - - - - - - - - - - 2,500 2,500 Other Direct Costs - - 2,500 2,500 9. Contingency - - - - - - - - - 28,495 - - - 28,495 Contingency (10%)- - 28,495 28,495 Task Pricing TotalsTotal Labor Hrs Subs Travel Mat'ls & Equip ODCsLaborSr CAD Designer 1Project AdministratorCivl/ProcessSenior Project ManagerEngineer 3Engineer 2Engineer 2Design, Permitting and CEI for Filtration System Refurbishment at the NE WRF. Pricing by Resource Project Manager7 Resource Clearwater NE WRF Effluent Filtration System Refurbishment Price Proposal Labor Plan Tetra Tech - Confidential and Proprietary Page 1 of 2 Printed 4/2/2024 Totals 1,883 259 68 51 274 - 1,088 143 263,697 49,753 - - 2,500 315,950 Tetra Tech - Confidential and Proprietary Page 2 of 2 Printed 4/2/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0541 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Solid Waste Agenda Number: 6.10 SUBJECT/RECOMMENDATION: Approve an increase on purchase order to RDK Assets, Inc of Tampa, FL for solid waste and recycling truck rentals in the amount of $204,000.00 for a total not to exceed amount of $300,500.00 pursuant to Clearwater Code of Ordinances Section 2.563 (1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY: The City's fleet of solid waste/recycling collection vehicles has encountered significant operational challenges due to mechanical failures and the delayed delivery of new trucks. To ensure uninterrupted solid waste and recycling services to our residents, it is essential to procure additional trucks on a rental basis. Authorization to piggyback City of Boynton Beach ITB 011-2515-19/IT which has been extended through March 19, 2025 is requested. This contract provides for the monthly rental of trucks under the same terms, conditions and pricing as the current bid agreement term. On October 24, 2024, Assistant City Manager approved a purchase order to RDK Assets Inc in the amount of $96,500.00. With this increase, the total amount needed for truck rentals will be $300,500.00. APPROPRIATION CODE AND AMOUNT: A mid-year budget amendment will increase operating cost code 4242083-544100, Equipment Rental, by $204,000.00 to fund this work order. Offsetting revenues will be recognized from an allocation of Solid Waste and Recycling Fund reserves. USE OF RESERVE FUNDS: Funding for this contract will be provided by mid-year budget amendment allocating Solid Waste and Recycling Fund reserves of $204,000. The remaining reserve balance, after 50% working capital reserves, is approximately $24.3 million or 67% of the current Solid Waste and Recycling Fund operating budget. STRATEGIC PRIORITY: This item falls under objective 1.3 (adopt responsive levels of service for public facilities and amenities) within High Performing Government. Page 1 City of Clearwater Printed on 5/14/2024 INVITATION TO BID FOR TRUCK RENTALS BID No.: 011-2515-19/IT BID OPENING DATE: February 11, 2019 BID OPENING TIME: 2:30 P. M. (LOCAL TIME) PURCHASING SERVICES, CITY HALL 1 The City of Boynton Beach INVITATION TO BID FOR “TRUCK RENTALS” BID No.: 011-2515-19/IT Sealed bids will be received in PURCHASING SERVICES, City of Boynton Beach, 3301 Quantum Blvd., Suite 101, Boynton Beach, Florida 33426 on or by: February 11, 2019; No Later Than 2:30 P.M. (Local Time). Bids will be opened in: PROCUREMENT SERVICES-CITY HALL unless otherwise designated. Bids received after the assigned date and time will not be considered. The Procurement Services time stamp shall be conclusive as to the timeliness of filing. The City of Boynton Beach is not responsible for the U.S. Mail or private couriers with regard to mail being delivered by a specified time so that a bid can be considered. If no award has been made, the City reserves the right to consider bids that have been determined by the City to be received late due to mishandling by the City after receipt of the bid. Sealed bids or proposals received by the City in response to an invitation to bid are exempt from public records disclosure requirements until the City provides a notice of decision or thirty (30) days after the opening of the proposal/bid, whichever is sooner. If the City rejects all bids or proposals submitted in response to an invitation to bid or request for proposals and the City concurrently provides notice of its intent to reissue the competitive solicitation, the rejected bids or proposals remain exempt from public records disclosure until such time as the City provides notice of a decision or intended decision concerning the competitive solicitation or until the City withdraws the reissued competitive solicitation. A bid, proposal, or reply is not exempt for longer than twelve (12) months after the initial City notice rejecting all bids, proposals, or replies. Requests for bid or proposal documents should be submitted to the City Clerk's Office. Documents may be inspected without charge, but a charge will be incurred to obtain copies. Purchasing Services P. O. Box 310 Boynton Beach, Florida 33425-0310 Telephone: (561) 742-6323 FAX: (561) 742-6316 2 LOBBYING / CONE OF SILENCE Consistent with the requirements of Chapter 2, Article VIII, Lobbyist Registration, of the Palm Beach County Code of Ordinances, Boynton Beach imposes a Cone of Silence. A cone of silence shall be imposed upon each competitive solicitation from the time of advertisement and shall remain in effect until Council awards or approves a contract, rejects all bids or responses, or otherwise takes action that ends the solicitation process. While the cone of silence is in effect, no proposer or its agent shall directly or indirectly communicate with any member of City Commission or their staff, the Manager, any employee of Boynton Beach authorized to act on behalf of Boynton Beach in relation to the award of a particular contract or member of the Selection Committee in reference to the solicitation, with the exception of the Purchasing Manager or designee. (Section 2-355 of the Palm Beach County Code of Ordinances.) Failure to abide by this provision may serve as grounds for disqualification for award of contract to the proposer. Further, any contract entered into in violation of the cone of silence shall render the transaction voidable. The cone of silence shall not apply to oral communications at any public proceeding, including pre-bid conferences, oral presentations before Selection Committees, contract negotiations during any public meeting, presentations made to the City Commission, and protest hearings. Further, the cone of silence shall not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following the filing of a protest between the person filing the protest and any employee, or any written correspondence with Boynton Beach as may be permitted by the competitive solicitation. Additionally, the cone of silence shall not apply to any purchases made in an amount less than the competitive solicitation threshold set forth in the Purchasing Manual. Any questions relative to any item(s) or portion of this bid should be directed to Ilyse Triestman, Purchasing Manager; Telephone: (561) 742-6322, E-mail: triestmani@bbfl.us SCOPE OF BID: The purpose of this bid is to establish fixed prices for a two-year term, for the rental of trucks that will be used throughout the City of Boynton Beach for all operational functions. Contact: City of Boynton Beach Purchasing Services 3301 Quantum Boulevard, Suite 101 Boynton Beach, FL 33426 Ilyse Triestman, Purchasing Manager (561) 742-6322 or triestmani@bbfl.us Office Hours: MONDAY – FRIDAY, 8:00 A.M. TO 5:00 P.M. CITY OF BOYNTON BEACH ______________________________ TIM W. HOWARD ASSISTANT CITY MANAGER – ADMINISTRATION 3 INVITATION TO BID FOR “TRUCK RENTALS” BID No.: 011-2515-19/IT Section 1 – SUBMITTAL INFORMATION A. The City of Boynton Beach will receive bid responses until February 11, 2019 at 2:30 P.M. (LOCAL TIME) in Purchasing Services located at City Hall, 3301 Quantum Blvd., Suite 101, Boynton Beach, FL 33426 B. Any responses received after the above stated time and date will not be considered. It shall be the sole responsibility of the proposer to have their bid response delivered to Purchasing Services for receipt on or before the above stated time and date. It is recommended that responses be sent by an overnight air courier service or some other method that creates proof of submittal. Bid responses that arrive after the above stated deadline as a result of delay by the mail service shall not be considered, shall not be opened at the public opening, and arrangements shall be made for their return at the proposer’s request and expense. The City reserves the right to consider submittals that have been determined by the City to be received late due solely to mishandling by the City after receipt of the bid and prior to the award being made. C. If any addendum(s) are issued to this Bid, the City will attempt to notify all prospective bidders who have secured same, however, it shall be the responsibility of each bidder, prior to submitting the bid response, to contact the City Procurement Services at (561) 742-6322 to determine if any addendum(s) were issued and to make any addendum acknowledgements as part of their bid response. D. One (1) original, so marked, and two (2) copies, of the bid response shall be submitted in one sealed package clearly marked on the outside “INVITATION TO BID FOR TRUCK RENTALS” to: City of Boynton Beach, Purchasing Services, 3301 Quantum Blvd., Suite 101, Boynton Beach, FL 33426 E. Responses shall clearly indicate the legal name, address and telephone number of the bidder (firm, corporation, partnership or individual). Responses shall be signed above the typed or printed name and title of the signer. The signer shall have the authority to contractually bind the proposer to the submitted bid. Bidder must note their Federal I.D. number on their bid submittal. 4 GENERAL CONDITIONS FOR BIDDERS FAMILIARITY WITH LAWS: The bidder is presumed to have full knowledge of and be in compliance with all Federal, State, and Local laws, ordinances, rules, and regulations that in any manner affect the equipment and the services provided to the City. Ignorance on the part of the bidder will in no way relieve bidder of responsibility to adhere to such regulations. BID FORMS: The bidder will submit a bid on the bid forms provided. All bid prices, amounts and descriptive information must be legibly entered. The bidder must state the price and the time of delivery for which they propose to deliver the equipment or service requested. The bidder IS required to be licensed to do business as an individual, partnership or corporation in the State of Florida. Place all required bid forms in a sealed envelope that has the company’s name and address, proposal title, number, proposal date and time on the outside of the sealed envelope. Proposals not submitted on appropriate proposal forms may be rejected. All proposals are subject to the conditions specified herein. Proposals which do not comply with these conditions are subject to rejection. EXECUTION OF BID: Proposal must contain an original signature of an authorized representative in the space provided on all affidavits and proposal sheets. NO BID: If not submitting a proposal, respond by returning one copy of the “STATEMENT OF NO BID” and explain the reason by indicating one of the reasons listed or in the space provided. Repeated failure to quote without sufficient justification shall be cause for removal of the vendor’s name from the mailing list. NOTE: To qualify as a respondent, bidder must submit a “NO BID” and it must be received no later than the stated bid receiving date and hour. BID DEADLINE: It is the bidder’s responsibility to assure that the bid is delivered at the proper time and place prior to the bid deadline. The City of Boynton Beach is not responsible for the U.S. Mail or private couriers in regards to mail being delivered by a specified time so that a proposal can be considered. Bids which for any reason are delivered by the deadline will not be considered. If no award has been made, the City reserves the right to consider bids that have been determined by the City to be received late due to mishandling by the City after receipt of the bid. Offers by telegram or telephone are not acceptable. MINOR IRREGULARITIES/RIGHT TO REJECT: Bidders are expected to examine the specifications, delivery schedules, bid prices and extensions and all instructions pertaining to supplies and services. Failure to do so will be at the bidder’s risk. The City of Boynton Beach reserves the right to waive irregularities or informalities in Bids or to reject all Bids or any part of any Bid deemed necessary for the best interest of the City. The City may reject any response not submitted in the manner specified by the solicitation documents. 5 RIGHTS OF THE CITY: The City expressly reserves the right to: A. Waive as an informality, minor deviations from specifications at a lower price than the most responsive, responsible bidder meeting all aspects of the specifications and consider it, if it is determined that total cost is lower and the overall function is improved or not impaired; B. Waive any defect, irregularity or informality in any bid or bidding procedure; C. Reject or cancel any or all bids; D. Reissue an Invitation to Bid; E. Extend the bid deadline time and date; F. Procure any item by other means; G. Increase or decrease the quantity specified in the Invitation to Bid; H. Consider and accept an alternate bid as provided herein when most advantageous to the City. STANDARDS: Factors to be considered in determining whether the standard of responsibility has been met include whether a prospective bidder has: A. Available the appropriate financial, material, equipment, facility and personnel resources and expertise, or the ability to obtain such, necessary to indicate its capability to meet all contractual requirements; B. A satisfactory record of performance; C. A satisfactory record of integrity; D. Qualified legally to Contract within the State of Florida and the City of Boynton Beach; E. Supplied all necessary information in connection with the inquiry concerning responsibility. INFORMATION AND DESCRIPTIVE LITERATURE: Bidders must furnish all information requested in the spaces provided on the bid form. Further, as may be specified elsewhere, each bidder must submit for bid evaluation cuts, sketches, and descriptive literature and technical specifications covering the products offered. Reference to literature submitted with a previous bid or on file with the buyer will not satisfy this provision. INTERPRETATIONS: Any questions concerning conditions and specifications should be directed to this office in writing no later than ten (10) days prior to the bid deadline. Inquiries must reference the date by which the bid is to be received. CONFLICT OF INTEREST: The award hereunder is subject to all conflict of interest provisions of the City of Boynton Beach, Palm Beach County, of the State of Florida. ADDITIONAL QUANTITIES: The City reserves the right to acquire additional quantities of the bid products or services at the prices bid in this invitation. If additional quantities are not acceptable, the bid sheets must be noted “BID IS FOR SPECIFIED QUANTITY ONLY”. 6 SAMPLES: Samples of items, when called for, must be furnished free of expense, and if not used, tested or destroyed, upon request, will be returned at the bidder’s expense. Request for the return of samples may be made within ten (10) days following the bid deadline. Each individual sample must be labeled with the bidder’s name, manufacturer’s brand name and number, and item reference. DEMONSTRATIONS: Performance of the equipment/services upon request can be deemed a part of the evaluation process in determining the award of bidder. Demonstrations of the merits of the equipment/services that meet City requirements shall be requested by Procurement Services. Equipment demonstrated shall be a minimum of one (1) year old. All required staff, to be assigned per the individual bid product or service application, will form the Bid Award Committee to evaluate and submit a group award recommendation. The City reserves the right to make separate and independent awards based on its needs and the combined evaluation results. SUBCONTRACTING: If a bidder subcontracts any portion of a Contract for any reason, the bidder must state the name and address of the subcontractor and the name of the person to be contacted on the attached “Schedule of Subcontractors”. The City of Boynton Beach reserves the right to accept or reject any or all bids wherein a subcontractor is named and to make the award to the bidder, who, in the opinion of the City, will be in the best interest of and/or most advantageous to the City. The City also reserves the right to reject a bid of any bidder if the bid names a subcontractor who has previously failed in the proper performance of an award or failed to deliver on time Contracts of a similar nature, or who is not in a position to perform properly under this award. The City reserves all rights in order to make a determination as to the foregoing. ADDENDA: From time to time, the City may issue an addendum to change the intent or to clarify the meaning of the Contract documents. Since all addenda are available to bidders at Procurement Services, it is each bidder’s responsibility to check with Procurement Services and immediately secure all addenda before submitting bids. It is the usual practice for the City to mail an addendum to known bidders, but it cannot be guaranteed that all bidders will receive ALL addenda in this manner. Each bidder shall acknowledge receipt of ALL addenda by notation on the bid and shall adhere to all requirements specified in each addendum prior to submission of the bid. ESCALATOR CLAUSE: Any bid which is submitted subject to an escalator clause will be rejected, unless addressed in the Special Conditions Section of the bid documents. EXCEPTIONS: Incorporation in a bid of exceptions to any portion(s), of the Contract documents may invalidate the bid. Exceptions to the Technical and Special Provisions shall be clearly and specifically noted in the bidder’s submittal on a separate sheet marked “EXCEPTIONS TO THE SPECIFICATIONS” and this sheet shall be attached to the bid. The use of bidder’s standard forms, or the inclusion of manufacturer’s printed documents shall not be construed as constituting an exception within the intent of the Contract documents. ALTERNATES: Where a base bid is provided for, the bidder shall submit a bid on the base bid and may exercise their own prerogative in submitting a bid on alternate items. The Owner reserves the right to accept or reject the alternates or base bid or any combination thereof. The Owner, or a representative, further reserves the unqualified right to determine whether any particular item or items of material, equipment, or the like, is an approved equal, and reserves the unqualified right to a final decision regarding the approval or rejection of the same. 7 NONCONFORMANCE TO CONTRACT CONDITIONS: Items may be tested for compliance with specifications under the direction of appropriate testing laboratories. The data derived from any tests for compliance with specifications are public records and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at vendor’s expense. These items and items not delivered as per delivery date in the bid and or Purchase Order may result in the bidder being found in default in which event any and all procurement costs may be charged against the defaulted Contractor. Any violation of these stipulations may also result in the vendor’s name being removed from the City of Boynton Beach’s vendor mailing list. DISPUTES: In case of any doubt or difference of opinion as to the items to be furnished hereunder, the decision of the City Manager shall be final and binding on both parties. ANTITRUST CAUSE OF ACTION: In submitting a bid to the City of Boynton Beach, the bidder offers and agrees that if the bid is accepted, the bidder will convey, sell, assign or transfer to the City of Boynton Beach all rights, title and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and State of Florida for price fixing relating to the particular commodities or services purchased or acquired by the City of Boynton Beach. At the City of Boynton Beach’s discretion, such assignment shall be made and become effective at the time the purchasing agency tenders final payment to the bidder. GOVERNMENTAL RESTRICTIONS: In the event any governmental restrictions may be imposed which would necessitate alteration of the material, quality, workmanship or performance of the items offered on this submittal prior to their delivery, it shall be the responsibility of the successful bidder to notify the City at once, indicating in a letter the specific regulation which required an alteration. The City reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract at no expense to the City. LEGAL REQUIREMENTS: Federal, State, County, and City laws, ordinances, rules, and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the bidder will in no way be a cause for relief from responsibility. PUBLIC ENTITY CRIMES: As provided in Fla. Stat. § 287.133(2)(a), a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a contract to provide any goods or services to a public entity, may not submit a Bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit Bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity, and my not transact business with any public entity in excess of the threshold amount provided S.S. 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. ADVERTISING: In submitting a bid, the bidder agrees not to use the results as a part of any commercial advertising. Violation of this stipulation may be subject to action covered under “NONCONFORMANCE WITH CONTRACT CONDITIONS”. ASSIGNMENT: Any Purchase Order issued pursuant to this bid invitation and the funds which may be come due hereunder are not assignable except with the prior written approval of the City. LIABILITY: The selected bidder(s) shall hold and save harmless the City of Boynton Beach, Florida its officers, agents, volunteers and employees from liability of any kind in the 8 performance of this Contract. Further, the selected bidder(s) shall indemnify, save harmless and undertake the defense of the City, its City Commissioners, agents, servants an employees from and against any and all claims, suits, actions, damages, or causes of action arising during the term of this Contract, for any personal or bodily injury, loss of life, or damage to property arising directly or indirectly from bidder’s operation pursuant to this Contract and from and against all costs, counsel fees, expenses and liabilities incurred in an about any such claims, the investigation thereof, or the defense of any action or proceedings brought thereon, and from and against any orders or judgments which may be entered therein. The City shall notify the bidder within ten (10) days of receipt by the City of any claim, suit or action against the City arising directly or indirectly from the operations of the bidder hereunder, for which the City may be entitled to a claim or indemnity against the bidder, under the provisions of this Contract. Bidder shall have the right to control the defense of any such claim suit or actions. The bidder shall also be liable to the City for all costs, expenses, attorneys’ fees and damages which may be incurred or sustained by the City by reason of the bidder’s breach of any of the provision of the contract. Bidder shall not be responsible for negligent acts of the City or its employees. OPTIONAL CONTRACT USAGE BY OTHER GOVERNMANTAL AGENCIES: If a bidder is awarded a contract as a result of the solicitation, if bidder has sufficient capacity or quantities available, provide to other governmental agencies, so requesting, the products or services awarded in accordance with the terms and conditions of the solicitation and resulting contract. Prices shall be F.O.B. Destination to the requesting agency. AWARD OF CONTRACT: The low monetary bid will NOT in all cases be awarded the Contract or Purchase Order. Contracts or Purchase Orders will be awarded by the City to the most responsive, responsible bidder whose bid represents the most advantageous bid to the City, price and other factors considered. Evaluation of bids will be made based upon the evaluation factors and standards set forth herein. The City reserves the right to reject any and all bids and to waive technical errors as set forth herein. In the event of a Court challenge to an award by any bidder, damages, if any, resulting from an award shall be limited to actual bid preparation costs incurred by the challenging bidder. In no case will the award be made until all necessary investigations have been made into the responsibility of the bidder and the City is satisfied that the most responsive, responsible bidder is qualified to do the work and has the necessary organization, capital and equipment to carry out the required work within the time specified. AS SPECIFIED: A Purchase Order will be issued to the successful bidder with the understanding that all items/services delivered must meet the specifications herein. Items/services delivered not as specified, will be returned at no expense or penalty to the City of Boynton Beach. DELIVERY: Prices shall be quoted F.O.B. Boynton Beach, Florida. F.O.B. destination indicates that the seller is responsible for the shipment until it reaches its destination. Any and all freight charges are to be included in the bid total. The bidder’s invoice payment terms must be shown. WARRANTY REQUIREMENTS: Each item, including all components and all installed accessories and equipment, shall be guaranteed by the bidder to be free of defective parts and workmanship. This warranty shall be for a period of 365 days or the time designated in the standard factory warranty, whichever is longer. The warranty will be the same as that offered to the commercial trade and shall be honored by any of the manufacturer’s authorized dealers. Warranty will cover parts, labor and any necessary shipping. Warranty repairs may be accomplished on City property, if space is available; this will be at the sole discretion of the City. Contact Procurement Services for permission to perform warranty service on City property. Warranty to start at the time of acceptance by the City; however, in cases where vehicles or 9 equipment are not immediately placed in service, the bidder will provide a delay of warranty start-up time. The period of warranty delay will be coordinated by Procurement Services. PRICES, TERMS AND PAYMENT: Firm prices shall be quoted, typed or printed in ink, and include all packing, handling, shipping charges and delivery to the destination shown herein. Bidder is requested to offer a cash discount for prompt invoice payment. Discount time will be computed from the date of satisfactory delivery at place of acceptance or from receipt of correct invoice at the office specified, whichever is later. Upon delivery, the City shall make final inspection. If this inspection shows that the equipment/service has been delivered/performed in a satisfactory manner in accordance with the specifications, the City shall receive the same. Final payment due the bidder shall be withheld until visual inspection is made by the SOLID WASTE DIVISION and merits of performance evaluated. This total acceptance will be done in a reasonable and timely manner. Acceptance shall not exceed thirty (30) days. If any equipment/service has to be rejected for any reason, the bidder shall be required to pick up the equipment, accomplish the necessary repairs and return the equipment to the City. Warranty repairs may be accomplished on City property if space is available; this will be at the discretion of the City. Title to or risk loss or damage to all items shall be the responsibility of the bidder, unless such loss or damages have been proven to be the result of negligence by the City. A. TAXES: Do not include State or Federal taxes. Not applicable to municipalities. B. MISTAKES: Bidders are expected to examine the specifications, delivery schedule, bid prices, extensions and all instructions pertaining to supplies and services. Failure to do so will be at bidder’s risk. C. DISCOUNTS: Will be considered in determining the lowest net cost. D. CONDITION AND PACKAGING: It is understood and agreed that any item offered or shipped as a result of this bid shall be new (current production model at the time of this bid). All containers shall be suitable for storage or shipment, and all prices shall include standard commercial packaging. E. SAFETY STANDARDS: Unless otherwise stipulated in the bid, all manufactured items and fabricated assemblies shall carry U.L. approval and reexamination listing where such has been established. TIME OF DELIVERY: The bidder shall state in the bid the time of delivery of the equipment. Time is of importance to the City and the bidder is hereby notified that the date of delivery will be considered as a factor in the evaluation of the bids LICENSE AND PERMITS: It shall be the responsibility of the successful bidder to obtain all licenses and permits, if required, to complete this service at no additional cost to the City. Licenses and permits shall be readily available for review by the Purchasing Agent and City Inspectors. COMPLIANCE WITH OCCUPATIONAL SAFETY AND HEALTH: Bidder certifies that all material, equipment, etc., contained in this bid meets all O.S.H.A. requirements. Bidder further certifies that if awarded as the successful bidder, and the material equipment, etc. delivered is subsequently found to be deficient in any O.S.H.A. requirement in effect on date of delivery, all costs necessary to bring the materials, equipment, etc., into compliance with the aforementioned requirements shall be borne by the bidder. 10 Bidder certifies that all employees, subcontractors, agents, etc. shall comply with all O.S.H.A. and State safety regulations and requirements. PALM BEACH COUNTY INSPECTOR GENERAL: The contractor is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of any contracts resulting from this solicitation, and in furtherance thereof, may demand and obtain records and testimony from the contractor and its subcontractors and lower tier subcontractors. The contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of the contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested, may be deemed by the municipality to be a material breach of this contract justifying its termination. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida’s Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY’s custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor’s possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY’s custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: JUDY PYLE, CITY CLERK 3301 QUANTUM BLVD., SUITE 101, BOYNTON BEACH, FL 33426 561-742-6061 PYLEJ@BBFL.US 11 QUESTIONS: Any questions relative to any item(s) or portion of this bid or Invitation to Bid should be directed to Ilyse Triestman, Purchasing Manager, Monday through Friday, 8:00 A.M. to 5:00 P.M. at (561) 742-6322; E-mail triestmani@bbfl.us LOCAL BUSINESS PREFERENCE The City of Boynton Beach Administrative Policy No. 10.16.01 provides for a local business preference. “For all acquisitions made pursuant to Sealed Competitive Bid, as provided in Sec. 10.05, the City shall give preference to a Local Business if the Local Business’ bid is determined to be within five percent (5%) or five thousand dollars ($5,000.00), whichever is less, of the lowest responsible and responsive bidder. In revenue generating contracts where award, if any, is to be made to the bidder returning the highest amount to the City, the same preference set forth herein shall be applied with respect to the highest bid.” In order to be considered for a local business preference, a bidder must include the Local Business Status Certification Form at the time of bid submittal. Failure to submit this form at the time of bid submittal will result in the bidder being found ineligible for the local business preference for this solicitation. SCRUTINIZED COMPANIES - 287.135 and 215.473 By submission of this Bid, Proposer certifies that Proposer is not participating in a boycott of Israel. Proposer further certifies that Proposer is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. Solicitation responses of $1 million or more must include the attached Scrutinized Companies form to certify that the Proposer is not on either of those lists. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 12 SPECIAL TERMS AND CONDITIONS PURPOSE: The purpose of this bid is to establish firm fixed prices for the rental of trucks that will be used throughout the City of Boynton Beach for all operational functions on an as needed month to month bases. The estimated annual expenditure for this contract is $100,000 TERM OF CONTRACT: The initial term of the contract awarded shall be for two (2) years from the effective date of the contract and by mutual agreement between the City and the awardee(s), may be renewable for three (3) additional one (1) year periods. The City reserves the right to exercise the option to renew annually. The City reserves the right to extend automatically for a period not to exceed an additional twelve (12) months in order to provide the City with continual service while a new contract is solicited, evaluated and/or awarded. No price increase will be accepted during the initial or renewal terms of the contract. METHOD OF AWARD: Successful Bidder awarded shall ensure that proper and sufficient staff, equipment, organization, etc. will be provided for this contract to meet the specifications denoted herein at a paramount level. Once opened, the bids will be tabulated and evaluated by the City before recommendation and/or notice of intent to award. The City, in its sole discretion, reserves the right to accept or reject any or all bids for any reason whatsoever. The City further reserves the right to waive irregularities and technicalities and/or to request resubmission. There is no obligation on the part of the City to award the bid to the lowest bidder, or any bidder. The City reserves the right to make the award to a responsible bidder submitting a responsive bid most advantageous and in the best interest of the City. The City shall be the sole judge of the bids and the City’s decision shall be final. It is the intent of the City to award up to three vendors that submit the lowest priced responsive and responsible offer per item; it is the intent of the City to place orders with the lowest priced vendor per line item. Individual line item awards will be extended to the vendor offering the lowest monthly rental rate for the truck required. The lowest priced vendor will be designated as the primary vendor per line item; the next low vendor will be designated as the secondary vendor per line item; and the third low vendor will be designated as the tertiary vendor per line item. COST ADJUSTMENTS: Prices quoted shall be firm for the initial bid term. No cost increases shall be accepted in this initial bid term. Please consider this when providing pricing for this Bid. Cost increases for any extension terms shall be subject to City approval. Any requested adjustment shall be fully documented and submitted to the City at least ninety (90) days prior to the bid term anniversary date. Any approved cost adjustments shall become effective on the beginning date of the approved bid extension. The City, may, after examination, refuse to accept the adjusted costs if they are not properly documented, or considered to be excessive, or if decreases are considered to be insufficient. In the event the City does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the City, the Contract will be considered cancelled on the scheduled expiration date. 13 PERFORMANCE DURING EMERGENCY: By submitting a bid, bidder agrees and promises that, during and after a public emergency, disaster, hurricane, flood, or acts of God, City of Boynton Beach shall be given "first priority" for all goods and services under this contract (if applicable). Bidder agrees to provide all goods and services to City of Boynton Beach throughout the emergency/disaster at the terms, conditions, and prices as provided in this solicitation, and with a priority above, a preference over, sales to the private sector. Bidder shall furnish a 24-hour phone number and address to the City in the event of such an emergency. Failure to provide the stated priority/preference during an emergency/disaster shall constitute breach of contract and make the bidder subject to sanctions from further business with the City. INSURANCE: It shall be the responsibility of the successful bidder to maintain workers’ compensation insurance, property damage, liability insurance and vehicular liability insurance, during the time any of bidder’s personnel are working on City of Boynton Beach property. The vendor shall furnish the City with a certificate of insurance after award has been made prior to the start of any work on City property. Said insured companies must be authorized to do business in the State of Florida and the City will not accept any company that has a rating less than B+ in accordance to A.M. Best’s Key Rating Guide, latest edition. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 14 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE SPECIFICATIONS AND REQUIREMENTS The purpose of this bid is to establish firm fixed prices for the rental of trucks that will be used throughout the City of Boynton Beach for all operational functions on an as needed month to month bases. The estimated annual expenditure for this contract is $100,000 Delivery shall be made FOB Destination to: City of Boynton Beach Public Works, 222 NE 9th Avenue, Boynton Beach, Florida 33435. Delivery hours are from: 7 AM to 3 PM, Monday thru Friday. The Bidder should submit with its bid, a listing or report of inventory of all of their equipment that meet the specifications contained herein. The listing or report should contain information including but not limited to: year, make, manufacture, capacity, type, etc. of equipment to be supplied. If not submitted with the bid, bidder must submit documentation within three (3) calendar days of City’s request or bid may be deemed non-responsive. Every truck must have automatic transmission, air conditioned and power steering. Prior to ordering rental, the City may request additional technical information (i.e. equipment drawings, diagrams, etc.) on the equipment to supplied. This information should be submitted within three (3) business days after request from City representative. Vendor shall be responsible to provide a service plan for all normally serviced items as per the chassis and body manufacturer’s owner’s manual. The City will do routine maintenance and be responsible for any damage due to mis-use or accident. Vendor shall be responsible for all other maintenance and/or repairs on the units. City will be responsible to keep unit clean and to thoroughly clean unit(s) prior to returning unit to the vendor when City has finished with them. City of Boynton Beach will require successful vendor to sign a service contract with the City and purchase orders will be issued for the rental. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 15 Attachment “A” City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of “B+” or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) ------------------------------------------------------------------------------------------------------------------------------------------- TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED ------------------------------------------------------------------------------------------------------------------------------------------- General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal & Adv. Injury $ 1,000,000.00 Liquor Liability Each Occurrence $ 1,000,000.00 Professional Liability Fire Damage (any one fire) $ 50,000.00 Employees & Officers Med. Expense (any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion & Collapse Products Completed Operations Contractual Independent Contractors Broad Form Property Damage Fire Legal Liability ------------------------------------------------------------------------------------------------------------------------------------------- Automobile Liability Combined Single Limit $ 500,000.00 Any Auto Bodily Injury (per person) to be determined All Owned Autos Bodily Injury (per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal ------------------------------------------------------------------------------------------------------------------------------------------- Garage Liability Auto Only, Each Accident $ 1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $ 1,000,000.00 Aggregate $ 1,000,000.00 ------------------------------------------------------------------------------------------------------------------------------------------- Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined ------------------------------------------------------------------------------------------------------------------------------------------- Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease, Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 ------------------------------------------------------------------------------------------------------------------------------------------- Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost ------------------------------------------------------------------------------------------------------------------------------------------- Other - As Risk Identified to be determined THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 16 BIDDER ACKNOWLEDGEMENT Submit Bids to: PURCHASING SERVICES 3301 Quantum Blvd., Suite 101 Boynton Beach, FL 33426 Telephone: (561) 742-6310 Bid Title: “TRUCK RENTALS” Bid Number: 011-2515-19/IT Bid Due: February 11, 2019, NO LATER THAN 2:30 P.M. (LOCAL TIME) Bids will be opened in Purchasing Services unless specified otherwise and may not be withdrawn within ninety (90) days after such date and time. All awards made as a result of this bid shall conform to applicable sections of the charter and codes of the City. Name of Bidder: Federal I.D. Number: A Corporation of the State of: Area Code: Telephone Number: Area Code: FAX Number: Mailing Address: City/State/Zip: Vendor Mailing Date: E-Mail Address: Authorized Signature Name Typed THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 17 BID NO. 011-2515-19/IT TRUCK RENTALS BID FORM To All Bidders: The undersigned declares that he/she has carefully examined the specifications and is thoroughly familiar with its provisions and with the quality, type and grade of product/service called for. When submitting more than one bid proposal price for this product and/or service, indicate how many individual and/or combination item(s) are to be tabulated and considered. Attach a separate sheet for each. Basis of Award: It is the intent of the City to award up to three vendors that submit the lowest priced responsive and responsible bid per item; it is the intent of the City to place orders with the lowest priced vendor per line item. Individual line item awards will be extended to the vendor offering the lowest monthly rental rate for the truck required. The lowest priced vendor will be designated as the primary vendor per line item; the next low vendor will be designated as the secondary vendor per line item; and the third low vendor will be designated as the tertiary vendor per line item. Vendors shall attach a list of all rental trucks offered. List shall include, but not be limited all the information requested below for items. ITEM 1 RENTAL OF 26 - 35 CUBIC YARD AUTOMATIC SIDE LOADER REFUSE COMPACTOR TRUCK WITH JOYSTICK MONTHLY RENTAL RATE: ______________________ per vehicle DELIVERY CHARGE: ______________________ per vehicle PICK-UP FEE: ______________________ per vehicle CHASSIS DEALER SERVICE LOCATION: ___________________________________ BODY DEALER SERVICE LOCATION: ___________________________________ COMPANY NAME: _____________________________________ THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 18 BID NO. 011-2515-19/IT TRUCK RENTALS BID FORM (CONT’D.) ITEM 2 RENTAL OF ROLL OFF (CAB OVER OR CONVENTIONAL) MONTHLY RENTAL RATE: ______________________ per vehicle DELIVERY CHARGE: ______________________ per vehicle PICK-UP FEE: ______________________ per vehicle CHASSIS DEALER SERVICE LOCATION: ___________________________________ BODY DEALER SERVICE LOCATION: ___________________________________ ITEM 3 RENTAL OF 26 - 35 CUBIC YARD COMMERCIAL FRONT LOAD MONTHLY RENTAL RATE: ______________________ per vehicle DELIVERY CHARGE: ______________________ per vehicle PICK-UP FEE: ______________________ per vehicle CHASSIS DEALER SERVICE LOCATION: __________________________________ BODY DEALER SERVICE LOCATION: __________________________________ COMPANY NAME: _____________________________________ THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 19 BID NO. 011-2515-19/IT TRUCK RENTALS BID FORM (CONT’D.) ITEM 4 RENTAL OF 22 - 31 CUBIC YARD CHERRY PICKER MONTHLY RENTAL RATE: ______________________ per vehicle DELIVERY CHARGE: ______________________ per vehicle PICK-UP FEE: ______________________ per vehicle CHASSIS DEALER SERVICE LOCATION: ___________________________________ BODY DEALER SERVICE LOCATION: ___________________________________ ITEM 5 RENTAL OF 30-40 YARD TRASH HAULER BODY REFUSE TRUCK Gross Vehicle Weight (GVW): _____________________________ MONTHLY RENTAL RATE: ______________________ per vehicle DELIVERY CHARGE: ______________________ per vehicle PICK-UP FEE: ______________________ per vehicle CHASSIS DEALER SERVICE LOCATION: ___________________________________ BODY DEALER SERVICE LOCATION: ___________________________________ COMPANY NAME: _____________________________________ THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 20 BID NO. 011-2515-19/IT TRUCK RENTALS BID FORM (CONT’D.) ITEM 6 RENTAL OF 27 – 30 CUBIC YARD REAR LOADER REFUSE TRUCK WITH 2 CART TIPPERS Gross Vehicle Weight (GVW): _____________________________ MONTHLY RENTAL RATE: ______________________ per vehicle DELIVERY CHARGE: ______________________ per vehicle PICK-UP FEE: ______________________ per vehicle CHASSIS DEALER SERVICE LOCATION: ___________________________________ BODY DEALER SERVICE LOCATION: ___________________________________ ______________________________ ____________________________________ COMPANY NAME SIGNATURE OF AUTHORIZED OFFICIAL ____________________________________ (_____)_____________________________ PRINTED NAME OF AUTHORIZED OFFICIAL TELEPHONE NUMBER ___________________________ ( )____________ ________________________ TITLE FAX NUMBER E-MAIL ADDRESS THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 21 NON COLLUSION AFFIDAVIT OF PRIME BIDDER State of _____________________________) : County of____________________________) ________________________________________, being first duly sworn, deposes and says that: 1) He is_________________________ of ________________________________, (Title) (Name of Corporation or Firm) the bidder that has submitted the attached bid: 2) He is fully informed respecting the preparation and contents of the attached bid and of all pertinent circumstances respecting such bid; 3) Said bid is genuine and is not a collusive or sham bid; 4) Further, the said bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other bidder, firm or person to submit a collusive or sham bid in connection with the Contract for which the attached bid has been submitted or to refrain from bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communications or conference with any other bidder, firm or person to fix the price or prices in the attached bid or of any other bidder, or to fix any overhead, profit or cost element of the bid price or the bid price of any other bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Boynton Beach or any person interested in the proposed Contract; and 5) The price or prices quoted in the attached bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the bidder or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. (Signed)_____________________________ Subscribed and sworn to before me (Title) ______________________________ This ______ day of ________, 20 _____ My commission expires ______________________________ THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE ANTI-KICKBACK AFFIDAVIT STATE OF FLORIDA ) : SS COUNTY OF PALM BEACH ) I, the undersigned hereby duly sworn, depose and say that no portion of the sum herein bid will be paid to any employees of the City of Boynton Beach as a commission, kickback, reward of gift, directly or indirectly by me or any member of my firm or by an officer of the corporation. By: NAME - SIGNATURE Sworn and subscribed before me this day of ,20 Printed Information: NAME TITLE NOTARY PUBLIC, State of Florida at Large COMPANY “OFFICIAL NOTARY SEAL” STAMP THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE CONFIRMATION OF MINORITY OWNED BUSINESS A requested form to be made a part of our files for future use and information. Please fill out and indicate in the appropriate spaces provided which category best describes your company. Return this form with your bid proposal sheet making it an official part of your bid response. Is your company a Minority Owned Business? ___________ ____________ Yes No If Yes, please indicate by an “X” in the appropriate box: ( ) AMERICAN INDIAN ( ) ASIAN ( ) BLACK ( ) HISPANIC ( ) WOMEN ( ) OTHER _______________________________________ (specify) ( ) NOT APPLICABLE Do you possess a Certification qualifying your business as a Minority Owned Business? YES _____ NO _____ If YES, Name the Organization from which this certification was obtained and date: _________________________________________________________________ Issuing Organization for Certification ____________________________ Date of Certification 24 THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE CONFIRMATION OF DRUG-FREE WORKPLACE Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids which are equal with respect to price, quality, and service are received by the City of Boynton Beach or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall: 1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business’s policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4) In the statement specified in subsection (1), notify the employee that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee’s community by, any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. ______________________________ Vendor’s Signature THIS PAGE TO BE SUBMITTED FOR BID PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE 25 PALM BEACH COUNTY INSPECTOR GENERAL ACKNOWLEDGMENT The Contractor is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and in furtherance thereof may demand and obtain records and testimony from the Contractor and its subcontractors and lower tier subcontractors. The contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of the Contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. _______________________________ CONTRACTOR NAME By_____________________________ Title: ___________________________ Date: ___________________________ 26 CITY OF BOYNTON BEACH LOCAL BUSINESS STATUS CERTIFICATION I, _____________________________, the ______________________________ of (Name of officer of company) (Title of officer of company) _____________________________, located at ____________________________, (Name of Corporation/Company) (Business Address) Certify that I am an authorized representative of the business and, on behalf of the Business, request that it be deemed to be a local business for purposes of the City of Boynton Beach Local Preference Program. Answering yes to Question 1 and Question 2 below will qualify the business as a local business. In support of this request, I certify the following to be true and correct: NAME OF BUSINESS:_________________________________________ 1. Is the business located within the City limits of Boynton Beach, Florida? YES NO Number of Years: ____________ 2. Does the business have a business tax receipt issued in the current year? YES NO Business License Number: _____________ 3. Is the business registered with the Florida Division of Corporations? YES NO I understand that misrepresentation of any facts in connection with this request may be cause for removal from the certified local business list. I also agree that the business is required to notify the City in writing should it cease to qualify as a local business. Print Name: ____________________________ Signature: ___________________________ ***FOR PURCHASING USE ONLY*** Business License Active: Verified by: ____________________________ Date: ______________ Year Established: 27 CERTIFICATION PURSUANT TO FLORIDA STATUTE § 287.135 I, _______________________, on behalf of ________________________ certify Print Name and Title Company Name that ______________________________does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel List; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and 5. Has not engaged in business operations in Syria. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute § 287.135. Section 287.135, Florida Statutes, prohibits the City from: 1) Contracting with companies for goods or services in any amount if at the time of bidding on, submitting a proposal for, or entering into or renewing a contract if the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, F.S. or is engaged in a boycott of Israel; and 2) Contracting with companies, for goods or services over $1,000,000.00 that are on either the Scrutinized Companies with activities in the Iran Petroleum Energy Sector list, created pursuant to s. 215.473, or are engaged in business operations in Syria. As the person authorized to sign on behalf of the Contractor, I hereby certify that the company identified above in the section entitled "Contractor Name" does not participate in any boycott of Israel, is not listed on the Scrutinized Companies that Boycott Israel List, is not listed on either the Scrutinized Companies with activities in the Iran Petroleum Energy Sector List, and is not engaged in business operations in Syria. I understand that pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject the company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the City for goods or services may be terminated at the option of the City if the company is found to have submitted 28 a false certification or has been placed on the Scrutinized Companies with Activities in Sudan list or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. _____________________________ _________________________ COMPANY NAME SIGNATURE __________________________ _________________________ PRINT NAME TITLE 29 STATEMENT OF NO BID If you are not bidding this service/commodity, please complete and return this form to: PROCUREMENT SERVICES, City of Boynton Beach, 3301 Quantum Blvd., Suite 101, Boynton Beach, FL 33426 Failure to respond may result in deletion of vendor’s name from the qualified bidder’s list for the City of Boynton Beach. COMPANY NAME: ADDRESS: TELEPHONE: SIGNATURE: DATE: WE, the undersigned have declined to bid on your Bid No.: 011-2515-19/IT to “TRUCK RENTALS” because of the following reasons: Specifications too “tight”, i.e., geared toward brand or manufacturer only (explain below) Insufficient time to respond to the Invitation to Bid We do not offer this product or an equivalent Our product schedule would not permit us to perform Unable to meet specifications Unable to meet bond requirements Specifications unclear (explain below) Other (specify below) REMARKS: "Offers from the vendors listed herein are the only offers RFP DUE DATE: February 11, 2019 received timely as of the above receiving date and time. RFP DUE TIME: 2:30 P.M.All other offers submitted in response to this solicitation,RFP No.: 011-2515-19/IT if any, are hereby rejected as late" VENDORS Business Name: Environmental Products Group Business Name: GT Supplies, Inc.Business Name: Petersen Industries Business Name: RDK Truck Sales Address: 2525 Clacona Rd Address: 7010 Barbour Road Address: 4000 S.R. 60 West Address: 3214 Adamo Dr. Apopka, FL 32703 Riviera Beach, FL 33407 Lake Wales, FL 33859 Tampa, FL 33605 Tel: 561-719-1395 Tel: 561-881-8101 Tel: 863-676-1493 Tel: 813-241-0711 Email: phart@myepg.com Email: tr@gtsupplies.com Email: nfiler@petersenind.com Email: joanie@rdk.com MONTHLY RENTAL RATE:No-Bid No-Bid No-Bid $6,500.00 DELIVERY CHARGE:No-Bid No-Bid No-Bid $500.00 PICK-UP FEE:No-Bid No-Bid No-Bid $500.00 MONTHLY RENTAL RATE:No-Bid No-Bid No-Bid $6,500.00 DELIVERY CHARGE:No-Bid No-Bid No-Bid $500.00 PICK-UP FEE:No-Bid No-Bid No-Bid $500.00 MONTHLY RENTAL RATE:No-Bid No-Bid No-Bid $6,500.00 DELIVERY CHARGE:No-Bid No-Bid No-Bid $500.00 PICK-UP FEE:No-Bid No-Bid No-Bid $500.00 MONTHLY RENTAL RATE:$8,500.00 $6,000.00 $6,000.00 $6,500.00 DELIVERY CHARGE:$750.00 $0.00 $566.00 $500.00 PICK-UP FEE:$750.00 $0.00 $566.00 $500.00 MONTHLY RENTAL RATE:No-Bid No-Bid No-Bid $6,500.00 DELIVERY CHARGE:No-Bid No-Bid No-Bid $500.00 PICK-UP FEE:No-Bid No-Bid No-Bid $500.00 MONTHLY RENTAL RATE:No-Bid No-Bid No-Bid $6,500.00 DELIVERY CHARGE:No-Bid No-Bid No-Bid $500.00 PICK-UP FEE:No-Bid No-Bid No-Bid $500.00 Opened and tabulated by: Eric Marmer, 2/11/19 Witnessed by: I. Triestman TRUCK RENTALS ITEM 1: RENTAL OF 26 - 35 CUBIC YARD AUTOMATIC SIDE LOADER REFUSE COMPACTOR TRUCK WITH JOYSTICK ITEM 2: RENTAL OF ROLL OFF (CAB OVER OR CONVENTIONAL) ITEM 3: RENTAL OF 26 - 35 CUBIC YARD COMMERCIAL FRONT LOAD ITEM 4: RENTAL OF 22 - 31 CUBIC YARD CHERRY PICKER ITEM 5: RENTAL OF 30-40 YARD TRASH HAULER BODY REFUSE TRUCK Item 5 & 6 Gross Vehicle Weights both 66,000k ITEM 6: RENTAL OF 27 – 30 CUBIC YARD REAR LOADER REFUSE TRUCK WITH 2 CART TIPPERS COMMENTS: The City of Boynton Beach America’s Gateway to the Gulfstream Procurement Services P.O. Box 310 Boynton Beach, Florida 33425-0310 Telephone No: (561) 742-6310 FAX: (561) 742-6316 March 21, 2019 RDK Truck Sales 3214 Adamo Dr. Tampa, FL. 33605 RE: “TRUCK RENTALS” BID #: 011-2515-19/IT CONTRACT PERIOD: MARCH 20, 2019 THRU MARCH 19, 2021 Dear Joanie Beckwith: At the Commission meeting on March 19, 2019, the BID for “TRUCK RENTALS” was awarded to your company for the following items: Primary Vendor Item 1 Item 2 Item 3 Item 5 Item 6 Tertiary Vendor Item 4 A Blanket Purchase Order will be issued to your company. We would like to thank you for responding to this Bid. If you have any questions regarding this Bid, please contact Michael Dauta, Acting Purchasing Manager, at dautam@bbfl.us Sincerely, Tim Howard Assistant City Manager, Administrative Services Enclosure: Tabulation Sheet City of Boynton Beach Agenda Item Request Form 7.D Consent Bids and Purchases over $100,000 06/ 6/2023 Commission Meeting Date: 06/ 6/2023 Bid Extensions and Piggy-Backs Over $100,000 Requested Action by Commission: Approve the one-year extension for RFPs/Bids and/ or piggy-backs for the procurement of services and/or commodities over $100,000 as described in the written report for June 6, 2023 - "Request for Extensions and/or Piggybacks." Explanation of Request: As required, the Finance/Procurement Department submits requests for award to the Commission; requests for approval to enter into contracts and agreements as the result of formal solicitations; and to piggy-back governmental contracts. Options to extend or renew are noted in the “Agenda Request Item” presented to Commission as part of the initial approval process. Procurement seeks to provide an accurate and efficient method to keep the Commission informed of pending renewals and the anticipated expenditure by reducing the paperwork of processing each renewal and/or extension individually and summarizing the information in a monthly report (as required). VENDOR(S) DESCRIPTION OF SOLICITATION SOLICITATION NUMBER RENEWAL TERM AMOUNT RDK Truck Sales Truck Rentals for Solid Waste Division City of Boynton Beach Bid No. 011-2515-19/IT March 20, 2023 to March 19, 2024 Annual Estimated Expenditure (includes cost adjustment increase). Vendor has requested to exercise its right to include a cost increase adjustment during the renewal term. $150,000 Bill2Pay, LLC Bill Printing, Mailing and Electronic Bill Presentment and Payment City of Boynton Beach RFP No. 074-2821-15/KTR August 1, 2023 to July 31, 2024 Annual Estimated Expenditure $385,000 Not to Exceed J & J, Inc. dba Eagle Painting; All Counties Painting, LLC Citywide Painting Services City of Boynton Beach Bid No. 013-2511-19/IT July 3, 2023 - July 2, 2024 Estimated Annual Expenditure $250,000 Professional Security Concepts, Inc. Unarmed Roving Security Guard Services - City Hall, Cultural Center, Other City Facilities/Land and Special Events as designated by Chief of Police Piggyback City of Pompano Beach CRA RFP No. P- 15-19 Resolution No. 2019-35 - City of Boynton Beach Resolution No. R20-036 June 25, 2023 - September 30, 2023 Estimated Annual Expenditure (includes new hourly rates) $100,000 Dartco, Expert Diesel, Innovative Equipment, Lou Bachrodt, Nacarato, Nextran, Pat's Pump, Southern Sewer, Sunbelt, The Pete Store Annual Supply of Original Equipment Manufacturer (OEM) Service and Parts For Medium/Large and Heavy Duty Vehicles and Equipment City of Boynton Beach Bid No. 029-1412-19/MFD September 4, 2023 - September 3, 2024 Annual Estimated Expenditure $350,000 How will this affect city programs or services? This renewal report will be used for those solicitations, contracts/agreements and piggy-backs that are renewed/extended with the same terms and conditions and pricing as the initial award. Fiscal Impact: Funds have been budgeted under line items as noted on the attached report. Attachments: $100K over REQUEST FOR BID EXTENSIONS REPORT June 6 2023 Renewal Interest Letter - RDK Truck Sales 2023-2024 - Rate Increase Request Included Renewal Interest Letter - Bill2Pay LLC - 2023-2024 Signed Renewal Interest Letter - All Counties Painting dba PeoplesChoicePCP 2023-2024 -Signed Extension Interest Letter - Professional Security Concepts PSC 2023-2024 - Rate Increase - Signed.pdf Renewal Interest Letter - Dartco 2023-2024 Renewal Interest Letter - Expert Diesel 2023-2024 Renewal Interest Letter - Freightliner 2023-2024 Renewal Interest Letter - Nacarato 2023-2024 Renewal Interest Letter - Nextran 2023-2024 Renewal Interest Letter - Pat's Pump 2023-2024 Renewal Interest Letter - Southern Sewer 2023-2024 Renewal Interest Letter - Sunbelt 2023-2024 Renewal Interest Letter - The Pete Store 2023-2024 Renewal Interest Letter - Trekker (Innovative Equipment) 2023-2024 Renewal Interest Letter - J-J Inc dba Eagle Painting 2023-2024 - Signed THIS NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES AND SHIPPING PAPERS. Purchase Order # Purchase Order is subject to standardTermsand Conditions posted atwww.myclearwater.com/purchaseorder-TandC BILL TO Purchase Order VENDOR SHIP TO Vendor Email Delivery Contact Date Ordered Date Required Contract Number Department/Location Vendor No. Payment Terms Item#Description/PartNo QTY UOM Unit Price Extended Price By:Procurement Manager Page 1 of 1 24000159 RDK ASSETS, INC RDK TRUCK SALES3214 E ADAMO DRTAMPA, FL 33605 SOLID WASTE - ADMIN 1701 N HERCULES AVECLEARWATER, FL 33765Phone: 727-562-4930 10/24/2023 SW & RECYC 205856 30 >FOB DESTINATION unless otherwise indicated>DISCOUNT (if shown) reflects payment terms 1 EA6.0 $51,000.00$8,500.0026-35 CUBIC YARD FRONT LOAD RENTAL 2 EA5.0 $42,500.00$8,500.0026-35 CUBIC YARD AUTOMATED SIDE LOADER (ASL)RENTAL 3 EA3.0 $3,000.00$1,000.00FREIGHT$500.00 DELIVERY/$500.00 PICK-UP PER VEHICLE PRICING BASED OFF BOYTON BEACH CONTRACT011-2515-19/IT VALID THROUGH MARCH 19, 2024. THE CITY AND VENDOR AGREE TO BE BOUND BY THETERMSAND CONDITIONS OF BOYTON BEACH CONTRACT011-2515-19/IT WITH RESPECT TO THIS PURCHASE ORDER. THE GOVERNMENT ENTITY NAMED IN SAID CONTRACTSHALLBE REPLACED WITH CITY OF CLEARWATER. GOVERNING LAW SHALL BE THE STATE OF FLORIDA ANDVENUESHALLBE PINELLAS COUNTY FLORIDA. IN THEEVENTOF A CONFLICT BETWEEN THE PRICE OR TERMSAND CONDITIONS CONTAINED IN ANY INVOICE OR THERSUBSEQUENTDOCUMENT, THE PRICES, TERMS ANDCONDITIONSOF BOYTON BEACH CONTRACT 011-2515-19/ITSHALLCONTROL. Total Ext. Price $96,500.00PO TOTAL $96,500.00 (01/2021) City of Clearwater, Florida – Purchase Order Terms and Conditions 1. CHANGES: No alteration in any of the terms, conditions, delivery, price, quality, quantities, or specifications of this purchase order (PO) will be effective without written consent of the City of Clearwater, Florida (City). 2. HANDLING: No charges will be allowed for handling which includes, but is not limited to, packing, wrapping, bags, containers, or reels, unless otherwise stated herein. 3. DELIVERY: For any exception to the delivery date as specified on this order, Vendor shall give prior notification and obtain written approval thereto from the City. With respect to delivery under this order, time is of the essence, and the order is subject to termination for failure to deliver as specified. The acceptance by the City of late performance with or without objection or reservation shall not waive this right to claim damage for such breach nor constitute a waiver of the requirement for the timely performance of any obligation remaining to be performed by Vendor. 4. MSDS AND SAFETY: Material Safety Data Sheets shall be included with shipments of any material requiring this documentation, per OSHA regulations, and comply with the Consumer Products Safety Act, and all other applicable state and Federal laws or agency regulations. 5. PAYMENT AND TERMS: The terms of payment shall be as stated. PO numbers must be noted on all invoices. Payment will not be processed until items invoiced are received and accepted. All payments shall be made in accordance with the Local Government Prompt Payment Act, Florida Statutes § 218.70. The City offers a credit card payment process (ePayables) and encourages vendors to participate in this program. 6. CASH DISCOUNT: In the event that the City is entitled to a cash discount, the period of computations will commence on the date of receipt of a correctly completed invoice. 7. ASSIGNMENTS. The provisions of monies due under this PO shall only be assignable with prior written consent of the City. 8. INSURANCE. The Vendor shall maintain insurance acceptable to the City, in full force and effect throughout the term of this purchase order. The Vendor must provide a Certificate of Insurance with endorsement, naming the City as Additional Insured, in accordance with the insurance requirements, evidencing such coverage prior to the commencement of work under this agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s),when applicable. Vendor shall provide thirty (30) days written notice of any cancellation, non- renewal, termination, material change or reduction in coverage. Vendor’s insurance shall be primary and non-contributory coverage for Vendor’s negligence. The stipulated limits of coverage provided by the City, if any, shall not be construed as a limitation of any potential liability to the Vendor, and failure by the City to request evidence of this insurance shall not be construed as a waiver of Vendor’s obligations to provide the insurance coverage specified. 9. APPLICABLE LAWS: Vendor shall comply with all applicable federal, state, and local laws and regulations. The sole venue of any legal action arising from execution of this PO, shall be the Pinellas County Superior Court of the State of Florida and the interpretation of the terms of the PO shall be governed by the laws of the State of Florida. 10. LICENSES: As applicable, vendor shall have a valid and current Business Tax Receipt (BTR) to do business in the City. Said BTR shall be obtained prior to the award of any purchase order. BTR information available at https://www.myclearwater.com/government/city-departments/planning- development/divisions-/construction-services-building/business-tax-receipts-btr 11. SHIPPING INSTRUCTIONS: Unless otherwise specified, all goods are to be shipped prepaid, FOB Destination. When shipping address indicates a room number and/or inside delivery, it is the Vendor’s responsibility to make delivery to that location at no additional charge. Where specific authorization is granted to ship goods to FOB shipping point, Vendor agrees to prepay all shipping charges and route as instructed. No COD shipments will be accepted. 12. REJECTION: All goods or materials purchased herein are subject to approval by the City. Any rejection of goods or materials resulting because of nonconformity to the terms and specifications of this order, whether held by the City or returned, will be at the Vendor’s risk and expense. 13. IDENTIFICATION: All invoices, packing lists, packages, shipping notices, correspondence, and other written documents affecting this order shall reference the applicable purchase order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this order, indicating the contents therein. 14. INFRINGEMENTS: Vendor agrees to protect and save harmless, the City against all claims, suits, or proceedings for patent, trademark, copyright, or franchise infringement arising from the purchases, installation, or use of goods and materials ordered and to assume all expenses and damages arising from such claims, suits, or proceedings. 15. WARRANTIES: Vendor represents and warrants that the goods are new, current, fully warranted by the manufacturer, and fit for the intended purpose. Delivered goods will comply with specifications and be free from defects in labor, material, and manufacture. All UCC implied and expressed warranties are incorporated in this purchase order. Vendor shall transfer all warranties to the City. 16. LIENS, CLAIMS, AND ENCUMBRANCES: Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all liens, claims, or encumbrances of any kind. 17. RISK OF LOSS: Regardless of FOB Point, vendor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which occur prior to delivery. Such loss, injury, or destruction shall not release Vendor from any obligation hereunder. 18. HOLD HARMLESS: Vendor shall indemnify, defend, and hold harmless the City and its agencies, their divisions, officers, employees, and agents, from all claims, suits, or actions of any nature arising out of or related to the activities of vendor, its officers, subcontractors, agents, or employees under this purchase order. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity to which City is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense City may have under § 768.28, Florida Statutes or as consent to be sued by third parties. 19. FORCE MAJEURE: Vendor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, war, riot, delay in transportation or railcar transport shortages, provided Vendor notifies the Purchasing Manager immediately in writing of such pending or actual (01/2021) delay. Normally, in the event of any such delays the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 20. TERMINATION: (i) The parties may terminate this PO by mutual agreement. (ii) The City may terminate this PO at any time with written notice to Vendor; upon receipt of the notice, Vendor shall stop performance and the City shall pay Vendor for goods and/or services delivered and accepted. (iii) The City may terminate this PO at any time if City fails to receive funding, appropriations, or other expenditure authority. (iv) If Vendor breaches any PO provision or is declared insolvent, the City may terminate this PO for cause with written notice to Vendor, and Vendor shall be liable for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC. 21. PUBLIC RECORDS: Vendor will be required to comply with Section 119.0701, Florida Statutes, as may be amended from time to time. IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS PO, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. Vendor shall comply with the following: Keep and maintain public records required by the City of Clearwater (hereinafter “public agency”) to perform the service being provided by vendor hereunder; Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law; Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the PO term and following completion of the PO if vendor does not transfer the records to the public agency; and Upon completion of the PO, transfer, at no cost, to the public agency all public records in possession of vendor or keep and maintain public records required by the public agency to perform the service. If vendor transfers all public records to the public agency upon completion of the PO, vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If vendor keeps and maintains public records upon completion of the PO, vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. 22. ANTI-TRUST: Vendor and the City recognize that in actual economic practice, overcharges resulting from anti-trust violations are in fact borne by the City, therefore, Vendor hereby assigns to the City any and all claims for such overcharges. 23. DEFAULT: Vendor covenants and agrees that in the event suit is instituted by the City for any default on the part of Vendor and Vendor is adjudged by a court of competent jurisdiction to be in default, Vendor shall pay to the City all costs and expenses incurred by the City in connection therewith, and reasonable attorneys’ fees. 24. SEVERABILITY: If a court of competent jurisdiction declares any provision of the PO to be invalid, the other provisions and the rights and obligations of the parties remain in effect. 25. ACCEPTANCE: This order expressly limits acceptance to the terms and conditions stated herein. All additional or different terms proposed by Vendor are objected to and hereby rejected, unless otherwise accepted in writing by the City. 26. ORDER OF PRECEDENCE: When this PO is issued subsequent to the results of a request for quote, bid, or proposal, additional terms and conditions, if any, contained in the solicitation or resulting contract shall control. 27. NONDISCRIMINATION: During the performance of this PO, the Vendor agrees as follows: (i) The Vendor will not discriminate against any employee or applicant for employment because of race, creed, color, religion, age, marital status, disability, sex, sexual orientation, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. (ii) The Vendor will furnish all information and reports required by the City and will provide on request evidence to substantiate compliance with non-discrimination clauses of this PO. (iii) In the event of the Vendor’s noncompliance with the clauses of this PO or with any of such rules, regulations, or orders, this PO may be canceled, terminated, or suspended in whole or in part, and the Vendor may be declared ineligible for any future City PO. 28. CODE OF ETHICS: Florida Statutes §112.313 provides ethical standards for City personnel; and unethical conduct by others including bidders and vendors is grounds for debarment. City employees may neither solicit, accept, or agree to accept any gratuity for themselves, their families or others that results in their personal gain which may affect their impartiality in making decisions on the job. Further, City Procurement staff are also held accountable to the National Institute of Government Procurement (NIGP) Code of Ethics. 29. COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986. Vendor acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 located at 8 U.S.C. 1324 et. seq., and regulations thereto, as either may be amended from time to time. Failure to comply with the above provisions shall be considered a material breach and shall be grounds for immediate termination of the agreement, at the discretion of the City. 30. E-VERIFY: Vendor and its Subcontractors shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. Vendor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. Subcontractor must provide Vendor with an affidavit stating that Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of such affidavit. The City may terminate this PO on the good faith belief that Vendor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). If this PO is terminated pursuant to Florida Statute 448.095(2)(c), Vendor may not be awarded a public contract for at least 1 year after the date of which this PO was terminated. Vendor is liable for any additional costs incurred by the City as a result of the termination of this PO. See Section 448.095, Florida Statutes (2020). 31. TAX EXEMPTION: The City’s Florida State Sales Tax Exemption Number is 85-8012740095C-1 and Federal Tax ID Number is 59-6000289. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0523 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: City Clerk Agenda Number: 6.11 SUBJECT/RECOMMENDATION: Appoint Martin D. Kelly to the Sister Cities Advisory Board, as the Business Community Representative, with a term to expire March 31, 2028. (consent) SUMMARY: APPOINTMENT WORKSHEET BOARD: Sister Cities Advisory Board TERM: 4 years APPOINTED BY: Sister Cities Advisory Board FINANCIAL DISCLOSURE: Not Required RESIDENCY REQUIREMENT: One member of the City Council MEMBERS: 6 + 1 At-large member CHAIRPERSON: Michael Ballard MEETING DATES: Quarterly PLACE: Council Chambers APPOINTMENTS NEEDED: 1 SPECIAL QUALIFICATIONS: Representatives of Clearwater Sister Cities, Inc., the local business community, the School Board’s World Language Coordinator or designee, and the Clearwater Arts Alliance shall not be required to reside within the City of Clearwater. THE FOLLOWING ADVISORY BOARD MEMBER TERM HAS EXPIRED: 1.Martin D. Kelly - 1451 Sandy Lane, Clearwater, FL 33755 - Business Community Rep. Currently serving a partial term that expired March 31, 2024. Interested in being reappointed to a full term. STRATEGIC PRIORITY: Page 1 City of Clearwater Printed on 5/14/2024 Submit Date: Nov 21, 2023 First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Alternate Phone Employer Job Title Advisory Boards Application Profile Length of Residency - please select one. * 6+ years Do you own or represent a business in Clearwater? Yes No If yes, where is the business located? Do you conduct business with the City? 1451 Sandy Lane. I do not conduct business with the city. Which Boards would you like to apply for? Sister Cities Advisory Board: Eligible Occupation - If retired, enter former occupation. Not retired Have you served or do you serve on a board in Clearwater? Yes No If yes, please list the name of the board. Sister Cities Martin D Kelly dougkelly777@gmail.com 1451 Sandy Lane Clearwater FL 33755 Mobile: (727) 320-5531 Home: (727) 724-4949 Kelly Kelly Show Co-Host Martin D Kelly Upload a Resume Please attach a copy of one of the following documents: 1) valid current Florida Driver License issued to an address within city limits, or 2) Declaration of Domicile filed with the city clerk affirming residency within city limits. Date of Birth Why do you wish to serve on this board/committee? If seeking reappointment, state why you should be reappointed. Reappointment should be granted as I not only personally attend SCI events held periodically, I help promote those events and our city cities in the media. I also provide comments at the quarterly board meetings based on many years of experience as a business person. What personal qualifications can you bring to this board or committee? I was born in Japan, have visited 72 countries and own two active businesses based in Clearwater. I have written hundreds of travel features and the author of three published books with the fourth being released in March 2024. As a co-host of the award-winning Tampa Bay radio show known as the Kelly Kelly Show, I've met and co-hosted hundreds of guests from all walks of life and continue to do so. List Community Activities My wife and I regularly attend numerous local events sponsored by the City and by event organizers. I'm very familiar with business and political leaders in our community as well as city staff, and often attend or watch city council meetings to keep informed of what's happening around town. The Kelly Kelly Show is a member of Amplify Clearwater Chamber of Commerce and we attend its many events throughout the year. Question applies to multiple boards Demographics Some boards and commissions require membership to be racially, politically or geographically proportionate to the general public. The following information helps track our recruitment and diversity efforts. (Optional) Ethnicity Caucasian/Non-Hispanic Gender Male DK_Resume.docx 03/12/1949 Martin D Kelly The City of Clearwater strives to promote diversity and provide reasonable accommodations for individuals with disabilities. If you are requesting accommodation, please indicate below: NA By clicking on "I Agree," below, I affirm that the information above is true and correct, and that I understand and agree to the responsibilities and commitment of time associated with an appointment to a Clearwater advisory board or committee. I Agree All material submitted to the City of Clearwater is subject to the public records law of the State of Florida including Chapter 119, Florida Statutes. Martin D Kelly Brief Resume & Drivers License MARTIN DOUGLAS KELLY Personal: American citizen Married, two grown children & a grandfather Clearwater, Florida resident since 2008 BA degree in psychology, minor in political science, University of Miami Vocational Experience: Editor-in-Chief, Traveling Sportsman magazine Editor, Sport Fishing magazine Managing Editor, Florida Sportsman magazine (currently Contributing Editor) Director of Resort & Marina Operations, Holiday Isle Resort Director of Investigations, Marriott Corporation Owner of a Florida Private Investigations Agency license Executive Director of the Florida Outdoor Writers Association Executive Director of Bonefish & Tarpon Unlimited Radio Show Co-Host & Broadcaster (press and media awards) Freelance travel journalist with credits in numerous publications Avocations: Traveling, visited 72 countries and most U.S. states Diving, certified scuba diver Golf, attended UM on full golf scholarship Fishing Chess History Archaeology Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0524 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: City Clerk Agenda Number: 6.12 SUBJECT/RECOMMENDATION: Appoint Janel Griffeth Donatto to the Pinellas Opportunity Council, Inc. (Regional Board) to fill the remained of an unexpired term through February 2, 2028. (consent) SUMMARY: APPOINTMENT WORKSHEET BOARD: Pinellas Opportunity Council, Inc. (Regional Board) TERM: 5 years FINANCIAL DISCLOSURE: Not Required RESIDENCY REQUIREMENT: Required SPECIAL QUALIFICATIONS: Clearwater has an at-large member who serves on the Board of Directors. Members do not have to meet specific qualification requirements. However, individuals appointed to serve on the board are expected to be adults interested in or having some familiarity with education, welfare, health, housing, or other related needs and services in Pinellas County and a keen awareness of and sensitivity to supporting poverty programs and initiatives aimed at helping low-income people become self-sufficient. The Clearwater City Council identifies the Clearwater representative, and the Pinellas County Board of Commissioners confirms the appointment. CHAIR: N/A MEETING DATES: Meets bi-monthly on the last Tuesday of the month at 4:00 PM PLACE: Park Sation, 5851 Park Boulevard N, Pinellas Park APPTS. NEEDED: 1 Note - Staff has been informed that Ms. Kym McGee resigned. THE FOLLOWING INDIVIDUAL SUBMITTED AN APPLICATION FOR THE PINELLAS OPPORUTNITY COUNCIL, INC. (REGIONAL BOARD): 1.Janel Griffeth Donatto - 1010 Spencer Ave., Clearwater, 33756 STRATEGIC PRIORITY: Page 1 City of Clearwater Printed on 5/14/2024 Submit Date: Jan 24, 2023 First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Alternate Phone Employer Job Title Advisory Boards Application Profile Length of Residency - please select one. * 1 to 5 years Do you own or represent a business in Clearwater? Yes No If yes, where is the business located? Do you conduct business with the City? Which Boards would you like to apply for? Pinellas Opportunity Council, Inc. (Regional Board): Submitted Occupation - If retired, enter former occupation. Nonprofit Leader Have you served or do you serve on a board in Clearwater? Yes No If yes, please list the name of the board. Janel Griffieth Donatto griffiethjl@gmail.com 1010 Spencer Ave Clearwater FL 33756 Mobile: (321) 652-1292 Companions and Animals forReform and Equity (C.A.R.E.)Senior Director CARE CentersSoutheast Tier Janel Griffieth Donatto Upload a Resume Please attach a copy of one of the following documents: 1) valid current Florida Driver License issued to an address within city limits, or 2) Declaration of Domicile filed with the city clerk affirming residency within city limits. Date of Birth Why do you wish to serve on this board/committee? If seeking reappointment, state why you should be reappointed. I wish to serve on this board to better connect to my local community and ensure there is equitable measures being enforced. I appreciate that there are services, such as the ones this council provides, to help uplift our community members. I believe joining this council I can reach and help more people. What personal qualifications can you bring to this board or committee? I have a bachelors degree in Public Health and remain engaged in continuing education materials. I have strategically managed and grew successful programs for several organizations I have worked at. I have spoken to thousands of community members through events, fundraisers, and television appearances motivating action. I thoroughly understand the importance of our community working together and provide an exceptionally welcoming, empathetic, and nurturing environment. Every organization I have worked for quickly realizes the development I can provide and quickly promotes me. I think outside the box and improve working old systems, while also creating more modern efficient systems to help people. List Community Activities I attend as many community events as possible, from markets (to support local businesses) to art events from Creative Pinellas to the reopening of The Health Equity Center. I am also an active animal foster parent for an animal welfare organization. Question applies to multiple boards Demographics Some boards and commissions require membership to be racially, politically or geographically proportionate to the general public. The following information helps track our recruitment and diversity efforts. (Optional) Ethnicity Other Gender Female The City of Clearwater strives to promote diversity and provide reasonable accommodations for individuals with disabilities. If you are requesting accommodation, please indicate below: Janel_GriffD_Resume.pdf Driver_L.pdf 04/30/1987 Janel Griffieth Donatto By clicking on "I Agree," below, I affirm that the information above is true and correct, and that I understand and agree to the responsibilities and commitment of time associated with an appointment to a Clearwater advisory board or committee. I Agree All material submitted to the City of Clearwater is subject to the public records law of the State of Florida including Chapter 119, Florida Statutes. Janel Griffieth Donatto P R O F E S S I O N A L E X P E R I E N C E S T R E N G T H S Project Management Intersectionality Grassroots Advocacy Communications Diversity, Equity, Inclusion, and Belonging (DEIB) Fundraising Leadership Public Speaking Database Management Marketing Public Relations Budget Oversight Event Planning Clearwater, Florida griffiethjl@gmail.com C O N T A C T Passionate nonprofit leader dedicated to raising awareness and educating the public on issues of human well-being and animal well-being. Wide range of experience in the non- profit sector from leadership to project management, with a specialization and passion for grassroots advocacy and community relations. Foster to 200+ pets and counting. JANEL GRIFFIETH DONATTO 321.652.1292 A P P R E N T I C E S H I P S Maddie’s Fund Fostering 4 Rock Stars Apprenticeship 2020 Maddie’s Fund Neonatal Kitten Nursery Apprenticeship 2017 linkedin.com/in/janel- griffieth-donatto Companions and Animals for Reform and Equity | Senior Director of CARE Centers Southeast Tier | September 2022 – Current Develop and support proximate leaders who engage human and animal well-being within Black, Indigenous, and other People Of Color (BIPOC) communities through strategic development. Spread CARE's mission of creating an equitable philanthropic approach to elevate BIPOC voices, organizations, and communities. Work with the Chief of Engagement to recruit membership and identify stakeholders. Assist CARE Center Partners (Southeastern Tier) in business plan development, acquiring 501c3 status, fundraising development, finding new donors, and expanding their network of partners. Create a strategic plan for the entire Southeast Tier that will utilize community wisdom to empower and strengthen the human and animal bond increasing overall well-being. Cultivate relationships with local and national businesses to build trusted partnerships in turn bringing more diversity and equity to the organizations that work within communities. Coordinate CARE Caucus Calls that provides relevant information to amplify the work of CARE Centers and Proximate leaders through trainings, discussions, and educational materials. Strategize ways to increase Direct CARE Funds to provide timely emergency relief to companion animals within respective CARE Collective communities. E D U C A T I O N University of South Florida | August 2012 Bachelor of Science, Public Health Necessary Improvements To Improve our Society (social justice club with a focus on ending domestic violence, sexual assault, and human trafficking) Public Health Student Association Best Friends Animal Society | Manager of Grassroots Advocacy | September 2021 – September 2022 Engage with community members to amplify their efforts in animal advocacy within government agencies creating a locally owned movement. Speak with city council members, legislators, and other government officials to push bills and policies that increase pet lifesaving. Increase the organization's involvement with Black, Indigenous, and People of Color communities in an authentic and thoughtful way leading to a more diverse grassroots movement. Voted as co-chair of DEI Internal Education Council focused on educating staff and leadership on how to engage diverse communities and create educational information for the 800+ staffed organization. Presented at Best Friends National Conference on mapping out a community engagement strategy and how addressing and healing from trauma can inspire hope in your community. Travel consistently to priority markets along the east coast to build strong relationships with the community, local organizations, and attend legislative caucuses. Coordinate and lead Action Team calls, on various topics, for 100s of Action Team members. Review grassroots materials and create new materials to ensure more inclusive messaging. Represented the organization at 20+ events per year (including community outreach, fundraisers, and live television segments) reaching a cumulative audience of 100,000 people. Created a training program providing support and structure to empower volunteers volunteering in the kitten nursery. Tracked and inputted volunteer, foster, and program animal information into Volgistics and Petpoint systems ensuring proper data tracking. Trained and recruited upwards of 50 new volunteers and fosters a month to educate proper care and support for rescued animals in the home or nursery. P R O F E S S I O N A L E X P E R I E N C E Clearwater, Florida griffiethjl@gmail.com C O N T A C T JANEL GRIFFIETH DONATTO 321.652.1292 Neonate Volunteer Coordinator | February 2016 – January 2018 linkedin.com/in/janel- griffieth-donatto Increased neonatal foster homes by 566% in 2018, growing lifesaving engagement. Created and managed a $180,000 program budget for two consecutive years. Started annual Kitten and Puppy Shower fundraising event raising over $9,000 in supplies and funds over three years. Tracked neonatal program data to present to CEO. Increased neonatal intake by 58%, resulting in a lower euthanasia rate at the city shelter. Achieved a 92%, or higher, neonatal live release rate leading national nurseries. Created standard operating procedures, policies, and foster and volunteer handbooks for the neonatal program for staff, fosters, and volunteers. Provided medical care for neonatal program animals, under veterinary supervision, rehabilitating fragile lives and assisting in their survival. Regularly collaborated with team members across different departments to stay up to date with changes and effectively communicate the services in the organization. Sat on behavior panel that made decisions on proper rehabilitation plans for behaviorally challenged dogs and cats. OKLAHOMA HUMANE SOCIETY | 2015 – 2020 Neonate Nursery Manager | January 2018 – April 2020VOLUNTEERISM The Runaways Animal Rescue 2020 - current Foster parent to neonatal and behavioral animals. Helped create a comprehensive foster and volunteer program with the founder of the organization. This is included handbooks, policies, systems, and shelter material. Engage in public speaking events to increase awareness. Revamped the adult community education program by creating and facilitating presentations in an engaging, inclusive, and thought-provoking manner. Created and presented educational proposal for state bid for domestic violence education to the Florida Department of Children and Families. Develop relationships with businesses and community partners (law enforcement, nurses/doctors, service providers) to expand outreach and education across Pinellas County by providing informational brochures, palm cards, and training. Rebuild the volunteer program after COVID by managing the volunteer coordinator to increase volunteer engagement, develop new handbooks/policies, and implement new volunteer opportunities. Stay current with and continue educating myself on policies and laws that pertain to domestic violence to better assist survivors. Assist with overviewing and creating print and digital materials, such as donor appeals, brochures, social media posts, and newsletters. COMMUNITY ACTION STOPS ABUSE (CASA) | Community Engagement Manager | November 2020 –August 2021 Pet Adoption Specialist | May 2015 – September 2015 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0526 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: City Clerk Agenda Number: 6.13 SUBJECT/RECOMMENDATION: Appoint Linda Byars to the Neighborhood and Affordable Housing Advisory Board, as the citizen representative, to fill the remainder of an unexpired term through November 30, 2025. (consent) SUMMARY: BOARD: Neighborhood and Affordable Housing Advisory Board (NAHAB) TERM: 4 years APPOINTED BY: City Council FINANCIAL DISCLOSURE: Not Required RESIDENCY REQUIREMENT: N/A (See Special Qualifications) MEMBERS: 7 CHAIRPERSON: Kevin Chinault MEETING DATE: 2nd Tues. most months PLACE: Main Library/Council Chambers STAFF LIAISON: Chuck Lane APPTS. NEEDED: 1 SPECIAL QUALIFICATIONS: Board to have 1 member in each: Real Estate Professional in Connection with Affordable Housing; Clearwater Resident; Residential Home Building Industry; Advocate for Low Income Housing; Not-For-Profit Provider of Affordable Housing; Banking/Mortgage Industry; Employer’s Representative. THE FOLLOWING ADVISORY BOARD MEMBERS NO LONGER SERVES ON THE BOARD AND NOW REQUIRES REPLACEMENT BY A NEW APPOINTEE: 1. Carmen Santiago - 525 McLennan St, Clearwater, FL 33756 Original Appointment: 6/7/18 (was serving 2nd term set to expire 11/30/2025) Note- member was removed from the Board due lack of attendance Category: Citizen who resides within the city of Clearwater THE NAME BELOW IS BEING SUBMITTED FOR CONSIDERATION TO FILL THE ABOVE VACANCY: 1.Linda Byars - 1726 Marion Street, Clearwater, FL 33756 - Retired al Estate Development Manager Category: Citizen who is actively engaged as an advocate for low-income persons in connection with affordable housing Note - Ms. Byars is currently serving her first term but recently retired from the City of St. Petersburg and no longer qualifies to serve in advocate category. Page 1 City of Clearwater Printed on 5/14/2024 File Number: ID#24-0526 Zip codes of current members: 1 - 34683 1 - 33706 1 - 33755 1 - 33756 1 - 33774 1 - 34222 Current Special Qualifications: 1 citizen actively engaged in the residential home building industry in connection with affordable housing 1 citizen who resides within the City of Clearwater 1 citizen actively engaged as a real estate professional in connection with affordable housing 1 citizen actively engaged as an advocate for low-income persons in connection with affordable housing 1 citizen actively engaged as a not-for-profit provider of affordable housing 1 citizen who represents employers within the City of Clearwater STRATEGIC PRIORITY: Page 2 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0563 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: City Clerk Agenda Number: 6.14 SUBJECT/RECOMMENDATION: Reappoint John Renton to the Airpark Advisory Board to a term expiring May 1, 2028. (consent) SUMMARY: APPOINTMENT WORKSHEET BOARD: Airpark Advisory Board TERM: 4 Years APPOINTED BY: City Council FINANCIAL DISCLOSURE: Not required RESIDENCY REQUIREMENT: City of Clearwater SPECIAL QUALIFICATIONS: None MEMBERS: 5 CHAIRPERSON: Roger Schulman MEETING DATES: Quarterly (1st Wed.) - Feb., May, Aug., Nov. PLACE: Chambers - 3 p.m. APPOINTMENTS NEEDED: 1 THE FOLLOWING ADVISORY BOARD MEMBER HAS COMPLETED A TERM AND ELIGIBLE FOR REAPPOINTMENT: 1.John Renton - 2958 Eagle Estates Circle W, 33761 Original Appointment: 2/06/2020 (completed 1st term which expired 5/01/2024) Zip codes of current members on board: 1 at 33755 1 at 33759 1 at 33761 1 at 33763 1 at 33765 STRATEGIC PRIORITY: Page 1 City of Clearwater Printed on 5/14/2024 Submit Date: Mar 31, 2024 First Name Middle Initial Last Name Email Address Home Address Suite or Apt City State Postal Code Primary Phone Alternate Phone Employer Job Title Advisory Boards Application Profile Length of Residency - please select one. * 6+ years Do you own or represent a business in Clearwater? Yes No If yes, where is the business located? Do you conduct business with the City? Which Boards would you like to apply for? Airpark Advisory Board: Submitted Occupation - If retired, enter former occupation. Civil Engineer Have you served or do you serve on a board in Clearwater? Yes No If yes, please list the name of the board. Aviation Advisory Board John Renton airport50@gmail.com 2958 EAGLE ESTATES CIR W CLEARWATER FL 33761 Home: (813) 335-4783 Home: (813) 335-4783 Not Currently Employed National Director of AviationBusiness Development John Renton Upload a Resume Please attach a copy of one of the following documents: 1) valid current Florida Driver License issued to an address within city limits, or 2) Declaration of Domicile filed with the city clerk affirming residency within city limits. Why do you wish to serve on this board/committee? If seeking reappointment, state why you should be reappointed. Boating has been a passion of mine for six decades. I have been a supporter of the development on the Clearwater waterfront for many years, and I wish to be more than a vocal supporter for my hometown. I would like to contribute, and this is one way I see to do that. What personal qualifications can you bring to this board or committee? I have been a boater for 60 years. It is a passion of mine, and I feel I am qualified for a position on the Marine Advisory Board by virtue of two of life's experiences: 1. The length of my boating experience where I have both owned boats that have been stored at high and dry facilities, and at Marina's. I have boated on a variety of waters including the Great Lakes, Lake Mead, Adirondack Lakes, and a variety of sections of the intercoastal on the West Coast of Florida. 2. I have many years of experience with leases and contracts, both developing those documents, and enforcing them. Given that the Clearwater Marine Division deals with leases and contracts I feel I bring some knowledge that could be helpful to future discussions regarding the Marina. List Community Activities Airpark Advisory Board member Question applies to multiple boards Question applies to multiple boards Are you related to any member of the City Council? Yes No Question applies to multiple boards If yes, please provide name and explain relation. No Question applies to multiple boards Are you related to a city employee? Yes No Question applies to multiple boards If yes, please provide name and explain relation. NO Demographics John_Renton_Resume_2023.doc IMG_1807.JPG John Renton Date of Birth Some boards and commissions require membership to be racially, politically or geographically proportionate to the general public. The following information helps track our recruitment and diversity efforts. (Optional) Ethnicity Caucasian/Non-Hispanic Gender Male The City of Clearwater strives to promote diversity and provide reasonable accommodations for individuals with disabilities. If you are requesting accommodation, please indicate below: By clicking on "I Agree," below, I affirm that the information above is true and correct, and that I understand and agree to the responsibilities and commitment of time associated with an appointment to a Clearwater advisory board or committee. I Agree All material submitted to the City of Clearwater is subject to the public records law of the State of Florida including Chapter 119, Florida Statutes. 12/26/1944 John Renton John Renton, P.E. Civil Engineer Retired OVERVIEW: Mr. Renton’s work career spans more than 55 years, and is highlighted with an unusual variety of management roles, including serving as a senior staff member of three hub airports, the Director of Aviation at several major airport consulting firms, and as a manager of significant military and civilian airport projects. Mr. Renton’s experience includes solving a variety of unique issues, and participating on projects that include work in airfield pavement design, runway/taxiway bridge structures, drainage, airfield electrical, Navaids, hydrant fueling systems, geotechnical investigation, terminal design, infrastructure design, baggage facilities, roadway design, transportation centers, and parking structures. Terminal planning, master plans, EA’s, EIS’s, construction management, and program management have also been accomplished under Mr. Renton’s supervision. In addition to Mr. Renton’s airport management background, he has also served as Aviation Director with four major consulting firms. Mr. Renton’s military career has paralleled his civilian career. After six years on active duty, Mr. Renton entered the Air Force Reserve, and completed 30 years of service retiring as a full Colonel. From 1987 until retirement in 1997, Mr. Renton served as the Military Assistant to the Deputy Secretary of the Air Force for Installations. In that role, Col. Renton was assigned responsibility for the development of Air Base Operability policy and execution, the review of Air Force policy on facility and construction, and for the planning and assessment of facility needs for the Reserve Forces mission at numerous bases identified for closure in the Base Realignment and Closure Process. Col. Renton has commanded an Air Force combat engineer squadron and has accomplished numerous projects overseas. EDUCATION: B.S. Civil Engineering, Penn State University, 1967 M.S. Civil Engineering, Penn State University, 1974 Registered Professional Engineer – Nevada and Colorado Societies and Affiliations (while working): American Association of Airport Executives - Corporate Member Florida Airports Council - Corporate Member Airport Consultants Council – Member and Past President Airports Council International – Member Technical Committee Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0525 Agenda Date: 5/16/2024 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: City Clerk Agenda Number: 6.15 SUBJECT/RECOMMENDATION: Appoint Juliet Marvenko to the Pension Advisory Committee to a term ending April 1, 2026. (consent) SUMMARY: APPOINTMENT WORKSHEET BOARD: Pension Advisory Committee TERM: 2 years (no limit) FINANCIAL DISCLOSURE: Required RESIDENCY REQUIREMENT: City of Clearwater SPECIAL QUALIFICATIONS: 3 members who are active employees and plan participants; 3 members who are city councilmembers or council appointees; 1 member elected by 6 members. MEMBERS: 7 MEETING DATES: 2nd Thursday of each month; 9:00 a.m. - Council Chambers APPTS. NEEDED: 1 THE FOLLOWING NAME IS BEING CONSIDERED FOR REAPPOINTMENT: 1.Juliet Marvenko - 1717 Coachmakers Lane, 33765 - Marketing Note - appointed January 18, 2024 to fill the reminder of an unexpired term through April 1, 2024. STRATEGIC PRIORITY: Page 1 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: TA2024-03001 Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 7.1 SUBJECT/RECOMMENDATION: Approve amendments to the Community Development Code, to provide for accessory dwelling units in certain residential zoning districts, to provide additional standards for car washes, to establish standards for solar energy systems and density bonuses for the use of graywater systems, to update mechanical screening requirements, to remove outdated requirements related to concurrency, to update standards for traffic impact studies, to require a notice of application for Level Two cases prior to the Development Review Committee meeting, and various other formatting and editorial clarifications; and pass Ordinance 9758-24 on first reading. SUMMARY: Proposed Ordinance No. 9758-24 contains numerous staff-initiated amendments to the Community Development Code, which come from the city’s adoption of Clearwater 2045, the city’s new Comprehensive Plan, including updating references to Clearwater 2045 that are now outdated; Greenprint 2.0, the city’s sustainability plan; and changes to state statutes through recent legislation. Additional amendments to certain zoning districts add review criteria or bring consistency between all districts; add Level Two applications to those that are noticed after an application is deemed complete; and other minor amendments that clean up typographical errors within the code or update graphics to help provide additional clarity. The largest amendments are the establishment of accessory dwelling units as a newly permitted use within certain residential zoning districts and the associated development standards for that use. This proposed amendment will also reestablish accessory dwelling unit as a permitted use within the Downtown District. Accessory dwellings are currently permitted in certain nonresidential zoning districts, and this proposed amendment will add additional development criteria for accessory dwelling units within the identified districts. The creation of accessory dwelling units is supported by Clearwater 2045. Below is a summary of the substantive amendments included in the ordinance. ·Establishment of accessory dwelling unit, or ADU, as a permitted use in certain residential zoning districts. ·Establishment of floating solar energy systems as required by House Bill 1411, 2022. ·Creation of density bonuses for the use of graywater systems for certain residential developments as required by Senate Bill 64, 2021. ·Revisions to the timeframe for the placement of temporary housing after a natural disaster as required by Senate Bill 250, 2023. ·Updates noticing requirements to provide affected property owners and registered neighborhood associations advanced notice of Level Two applications prior to the Development Review Committee meeting. ·Creation of two flexibility criteria under the Commercial (C) Zoning District for car washes to address design changes that have occurred in the car wash industry. ·Creation of regulations for solar energy systems to ensure consistent development of such systems and to support the city’s sustainability goals. ·Allows for projects utilizing or requesting affordable housing density bonuses to be approved at a staff level review. Page 1 City of Clearwater Printed on 5/14/2024 File Number: TA2024-03001 ·Creates new definitions and modifies existing definitions for clarity and to remove outdated information. ·Minor editorial changes to bring clarity and consistency throughout the code; update or remove outdated references; and other typographical or formatting amendments. The Planning and Development Department has determined that the proposed text amendments to the Community Development Code are consistent with and further the goals, objectives and policies of the Comprehensive Plan and the Community Development Code as outlined in the staff report.  The Community Development Board, in its capacity as the Local Planning Agency (LPA), reviewed the proposed amendments to the Community Development Code at its meeting on April 16, 2024, and unanimously recommended approval with the modification for the definition for Dwelling Unit, Accessory be amended to ensure that an accessory dwelling unit could not be used as a short term rental in residential zoning districts. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: These proposed amendments support the Environmental Stewardship and Community Well-Being goals of the city’s Strategic Plan by providing amendments to the Community Development Code that aim to increase aesthetic appeal, livability, and the use of sustainable practices within the city. Page 2 City of Clearwater Printed on 5/14/2024 ORDINANCE NO. 9758-24 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA MAKING AMENDMENTS TO THE COMMUNITY DEVELOPMENT CODE BY AMENDING ARTICLE 2, ZONING DISTRICTS, DIVISION 1. LOW DENSITY RESIDENTIAL DISTRICT (“LDR”), DIVISION 2. LOW MEDIUM DENSITY RESIDENTIAL DISTRICT (“LMDR”), DIVISION 3. MEDIUM DENSITY RESIDENTIAL DISTRICT (“MDR”), DIVISION 4. MEDIUM HIGH DENSITY RESIDENTIAL DISTRICT (“MHDR”), DIVISION 5. HIGH DENSITY RESIDENTIAL DISTRICT (“HDR”), DIVISION 7. COMMERCIAL DISTRICT (“C”), DIVISION 8. TOURIST DISTRICT (“T”), DIVISION 10. OFFICE DISTRICT (“O”), DIVISION 11. US 19 DISTRICT (“US 19”), DIVISION 12. INSTITUTIONAL DISTRICT (“I”), AND DIVISION 13. INDUSTRIAL, RESEARCH AND TECHNOLOGY DISTRICT (“IRT”); BY AMENDING ARTICLE 3, DEVELOPMENT STANDARDS, DIVISION 1. ACCESS MANAGEMENT STANDARDS, DIVISION 2. ACCESSORY USE/STRUCTURES, DIVISION 8. FENCES AND WALLS, DIVISION 9. GENERAL APPLICABILITY STANDARDS, DIVISION 12. LANDSCAPING/TREE PROTECTION, DIVISION 14. PARKING AND LOADING, DIVISION 18. SIGNS, AND DIVISION 21. TEMPORARY USES; BY AMENDING ARTICLE 4, DEVELOPMENT REVIEW AND OTHER PROCEDURES, DIVISION 2. GENERAL PROCEDURES, DIVISION 8. TRAFFIC IMPACT STUDY, AND DIVISION 9, CONCURRENCY AND MOBILITY MANAGEMENT; BY AMENDING ARTICLE 8, DEFINITIONS AND RULES OF CONSTRUCTION, SECTION 8-102. DEFINITIONS; BY AMENDING APPENDIX B, US 19 ZONING DISTRICT AND DEVELOPMENT STANDARDS, DIVISION 3. SUBDISTRICT STANDARDS; BY AMENDING APPENDIX C, DOWNTOWN DISTRICT AND DEVELOPMENT STANDARDS, DIVISION 2. REGULATING PLAN, DIVISION 3, CHARACTER DISTRICT STANDARDS, DIVISION 6. BUILDING DESIGN STANDARDS, AND DIVISION 8. FLEXIBILITY; CERTIFYING CONSISTENCY WITH THE CITY’S COMPREHENSIVE PLAN AND PROPER ADVERTISEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater (the “City”) adopted the Community Development Code on January 21, 1999, which took effect on March 8, 1999; and WHEREAS, the City has made numerous amendments to the Community Development Code to account for changing conditions within the City; and WHEREAS, the City recently updated its Comprehensive Plan, Clearwater 2045, to provide updated policy guidance for numerous development initiatives within the City, requiring updates to the Community Development Code; and WHEREAS, the City wants to increase housing diversity and affordability; and WHEREAS, Clearwater 2045 enabled the use of accessory dwelling units and set forth that development standards need to be established in order to implement the use of accessory dwellings; and WHEREAS, the City wants to permit affordable housing density bonuses as a Level One, Flexible Standard Development approval to allow for development review committee approval; and 2 Ordinance No. 9758-24   WHEREAS, clarification of design criteria is needed for car washes developed within the City; and WHEREAS, the Governor signed into law Senate Bill 250 (2023), an Act Relating to Natural Emergencies, which amended how temporary emergency housing after a natural disaster is regulated and amendments to the Community Development Code are needed to comply with those statutory changes; and WHEREAS, the Governor signed into law Senate Bill 64 (2021), an Act Relating to Reclaimed Water, which created development bonuses for the use of graywater systems in residential development and the City is required to provide these development bonuses to incentivize the reuse of water in the City; and WHEREAS, the Governor signed into law Senate Bill 1411 (2022), an Act Relating to Floating Solar Facilities, which requires a floating solar facility to be a permitted land use within the City; and WHEREAS, the City adopted Greenprint 2.0 (2021) to support and advance the City’s sustainability and resiliency goals and wants to further implement Greenprint 2.0 and Senate Bill 1411 (2022) by creating standards for and promoting the use of solar energy systems; and WHEREAS, the City wants to provide notice of certain development applications earlier in the development review process; and WHEREAS, the City wants to remove a footnote which provides additional flexibility for the Residential Infill Project use but provides no criteria or guidance; and WHEREAS, the City is removing a reference to an outdated traffic circulation map that was used in determination of driveway spacing; and WHEREAS, accessory uses are being amended to increase the percentage to 25% of the principal use to bring consistency between accessory uses and structures as accessory structures are permitted to be 25 percent of the principal use; and WHEREAS, amendments to mechanical equipment screening requirements will ensure consistency in standards applied throughout the City; and WHEREAS, updates are needed to graphics illustrating certain fence standards to bring clarity in how the fence standards are applied; and WHEREAS, the City wants to permit wider sidewalks within front setbacks; and WHEREAS, site visibility triangles are utilized to maintain areas free from visual obstructions to provide safe visibility for vehicles, bicyclists and pedestrians, and the City wants to allow the City Engineer flexibility in an approved design in certain cases; and WHEREAS, amendments to landscaping and parking standards will provide the Community Development Coordinator flexibility for approving certain site improvements; and 3 Ordinance No. 9758-24   WHEREAS, the City is developing a banner program to alert residents and visitors of City events, points of interests, and other happenings in the City; and WHEREAS, the City intends to use this banner program to regulate the use of banners in the public right-of-way and on public property and the City wants to exempt them from the sign regulations in connection with the program; and WHEREAS, definitions are being created in conjunction with accessory dwelling units, solar energy systems, and graywater bonuses, and amended to remove outdated references or bring clarity to certain uses; and WHEREAS, the City is built out and has sufficient public facilities’ capacity to meet future demands and Florida Statutes no longer requires concurrency; and WHEREAS, the City has determined that provisions for certificates of concurrency standards are no longer needed in the Code; and WHEREAS, the City has determined that these amendments to the Community Development Code promote and support the public health, safety, morals, and welfare, of the City’s residents; and WHEREAS, the City desires for the Community Development Code to function effectively and equitably throughout the City; and WHEREAS, at a duly noticed public meeting the Clearwater Community Development Board, pursuant to its responsibilities as the Local Planning Agency, has reviewed this amendment, conducted a public hearing, considered all public testimony and has determined that this amendment is consistent with the City of Clearwater’s Comprehensive Plan and recommended that the City Council adopt this amendment; and WHEREAS, the City Council has fully considered the recommendation of the Community Development Board and testimony and evidence submitted at its public hearing; now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That Article 2, Zoning Districts, Section 2-100, Permitted Uses, Chart 2- 100, Permitted Uses, Community Development Code, be amended to read as follows: Sec. 2-100. – Permitted uses. * * * * * * CHART 2-100 PERMITTED USES Use Categories LDR LMDR MDR MHDR HDR MHP C T D O US 19 I IRT OSR P CRNC OD IENC OD Residential Accessory Ddwellings Unit X X X X X X X X X * * * * * * * * * * * * 4 Ordinance No. 9758-24   Section 2. That Article 2, Zoning Districts, Division 1, Low Density Residential District (“LDR”), Community Development Code, be amended to read as follows: * * * * * * Section 2-103. – Flexible standard development. * * * * * * Table 2-103. "LDR" District Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Accessory Dwelling Unit 10,000 50 n/a 5-10 10-20 Attached 30 0-1/unit Detached 15-20 Detached Dwellings 10,000- 20,000 50-100 25 5-15 10 5-25 10-20 30 2/unit Residential Infill Project(3) n/a n/a 10— 25 0— 105 0—205 30 2/unit Utility/Infrastructure Facilities(2) n/a n/a 25 15 25 n/a n/a (1) The Building Code may require the rear setback on a waterfront lot to be at least 18 feet from a seawall. (2) Utility/infrastructure uses shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan map amendment to transportation/utility which shall include such uses and all contiguous like uses. (3) The development standards for residential infill projects are guidelines and may be varied based on the criteria specified in Section 2-103(B). Flexibility criteria: A. Accessory dwelling unit. 1. Accessory dwelling units shall not exceed 750 square feet or 50 percent of the gross floor area of the principal detached dwelling, whichever is less. 2. A parcel of land with conforming density shall be permitted one accessory dwelling unit. 3. Design Standards. a. The accessory dwelling unit shall be constructed with a consistent architectural style as the principal detached dwelling. b. Detached accessory dwelling units shall be constructed with similar architectural features as the principal detached dwelling, including window style, paint scheme, and roof design. 5 Ordinance No. 9758-24   c. A shipping container may be utilized as a detached accessory dwelling unit, provided it fully complies with the Florida Building Code and is architecturally treated using windows, doors, cladding, porches, and/or decks to provide a residential appearance, as determined by the Community Development Coordinator. d. Entrances to attached accessory dwelling units shall not be visible from the street. 4. The location of an accessory dwelling unit shall be subject to Section 3-203.A. 5. The height of a detached accessory dwelling unit shall be subject to Section 3-203.D. 6. Setbacks. a. Attached accessory dwelling units shall meet the principal detached dwelling setbacks. b. Detached accessory dwelling units shall meet the setbacks established in Table 2- 103. c. Flexibility for the side and rear setbacks may be approved if the unit is buffered with landscape material and/or fences to minimize impacts to adjacent properties. 7. Either the principal detached dwelling or accessory dwelling unit shall be occupied by the property owner. 8. One legal on-street parking space may be substituted in lieu of the required off-street parking space as determined by the City Engineer. **RELETTER SUBSEQUENT SECTIONS UPON APPROVAL OF CRITERIA A ABOVE** * * * * * * 6 Ordinance No. 9758-24   Section 2-104. – Flexible development. * * * * * * Table 2-104. "LDR" District Flexible Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Attached Dwellings 10,000 100 25 10 15 30 2/unit Overnight Accommodations 20,000 100 25 15 25 30 1/unit Parks and Recreation Facilities n/a n/a 35 20 25 30 1/ per 20,000 SF land area or as determined by the community development directorcoordinator based on the ITE Manual standards Residential Infill(2) n/a n/a 10— 25 0— 105 0— 1520 30 2/unit Schools 40,000 200 25 15 25 30 ⅓1/3 students (1) The Building Code may require the rear setback on a waterfront lot to be at least 18 feet from a seawall. (2) The development standards for residential infill projects are guidelines and may be varied based on the criteria set forth in Section 2-104(D). * * * * * * Section 3. That Article 2, Zoning Districts, Division 2, Low Medium Density Residential District (“LMDR”), Community Development Code, be amended to read as follows: * * * * * * Section 2-203. – Flexible standard development. * * * * * * Table 2-203. "LMDR" District Flexible Standard Development Standards Use Min. Lot Size (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off- Street Parking Front Side Rear(1) Accessory Dwelling Unit 5,000 50 n/a 5 5-10 Attached 30 0-1/unit Detached 15-20 Attached Dwellings 10,000 100 25 10 15 30 2/unit Detached Dwellings 5,000 50 15-25 5 5-105 30 2/unit Residential Infill Projects(3) n/a n/a 10— 25 0—5 0—105 30 2/unit Utility/Infrastructure Facilities(2) n/a n/a 25 10 15 n/a n/a 7 Ordinance No. 9758-24   (1) Waterfront detached dwellings in LMDR District should be 25 feet except as provided in Article 3 Division 8, section 3-805 and Division 9, section 3-904 and except where adjacent structures on either side of the parcel proposed for development are setback 20 feet and then the rear setback shall be 20 feet. The Building Code may require the rear setback to be at least 18 feet from any seawall. (2) Utility/infrastructure uses shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan map amendment to Transportation which shall include such uses and all contiguous like uses. (3) The development standards for residential infill projects are guidelines and may be varied based on the criteria set forth in Section 2-203(C). Flexibility Criteria: A. Accessory dwelling unit. 1. Accessory dwelling units shall not exceed 750 square feet or 50 percent of the gross floor area of the principal detached dwelling, whichever is less. 2. A parcel of land with conforming density shall be permitted one accessory dwelling unit. 3. Design Standards. a. The accessory dwelling unit shall be constructed with a consistent architectural style as the principal detached dwelling. b. Detached accessory dwelling units shall be constructed with similar architectural features as the principal detached dwelling, including window style, paint scheme, and roof design. c. A shipping container may be utilized as a detached accessory dwelling unit, provided it fully complies with the Florida Building Code and is architecturally treated using windows, doors, cladding, porches, and/or decks to provide a residential appearance, as determined by the Community Development Coordinator. d. Entrances to attached accessory dwelling units shall not be visible from the street. 4. The location of an accessory dwelling unit shall be subject to Section 3-203.A. 5. The height of a detached accessory dwelling unit shall be subject to Section 3-203.D. 6. Setbacks. a. Attached accessory dwelling units shall meet the principal detached dwelling setbacks. b. Detached accessory dwelling units shall meet the setbacks established in Table 2- 203. 8 Ordinance No. 9758-24   c. Flexibility for the side and rear setbacks may be approved if the unit is buffered with landscape material and/or fences to minimize impacts to adjacent properties. 7. Either the principal detached dwelling or accessory dwelling unit shall be occupied by the property owner. 8. One legal on-street parking space may be substituted in lieu of the required off-street parking space as determined by the City Engineer. **RELETTER SUBSEQUENT SECTIONS UPON APPROVAL OF CRITERIA A ABOVE** * * * * * * Section 2-204. – Flexible development. * * * * * * Table 2-204. "LMDR" District Flexible Development Standards Use Min. Lot Size (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Attached Dwellings 10,000 100 25 5 15 30 2/unit Detached Dwellings 3,000- 5,000 25-50 15-25 2-5 5-105 30 2/unit Non-Residential Off- Street Parking(32) n/a n/a 25 10 10 n/a n/a Parks and Recreation Facilities n/a n/a 35 20 25 30 1/ per 20,000 SF land area or as determined by the community development directorcoordinator based on ITE Manual standards Residential Infill Projects(2) n/a n/a 10— 25 0—5 0—105 30 2/unit Schools 40,000 200 35 25 15 30 ⅓1/3 students (1) Waterfront detached dwellings in LMDR District should be 25 feet except as provided in Article 3 Division 8, Section 3-805 and Division 9, Section 3-904 and except where adjacent structures on either side of the parcel proposed for development are setback 20 feet and then the rear setback shall be 20 feet. The Building Code may require the rear setback to be at least 18 feet from a seawall. (2) The development standards for residential infill projects are guidelines and may be varied based on the criteria specified in Section 2-204(E). (3) Non-residential parking lots shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan map amendment to the appropriate land use category. * * * * * * 9 Ordinance No. 9758-24   Section 4. That Article 2, Zoning Districts, Division 3, Medium Density Residential District (“MDR”), Community Development Code, be amended to read as follows: * * * * * * Section 2-303. – Flexible standard development. * * * * * * Table 2-303. "MDR" District Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Accessory Dwelling Unit 3,000 30 n/a 0-5 5 Attached 30-40 0-1/unit Detached 15-20 Attached Dwellings 10,000 50 25 5 10 30-40 2/unit Community Residential Homes (up to 14 residents) 5,000 50 25 5 10 30-40 1/ per 2 residents Detached Dwellings 3,000- 5,000 30-50 15-25 0-5 5 30-40 2/unit Residential Infill Projects (3) n/a n/a 10 - 25 0—5 0—5 30—40 2/unit Schools 40,000 200 25 10 25 30-40 1/3 students Utility/Infrastructure Facilities(2) n/a n/a 25 10 10 n/a n/a (1) The Building Code may require the rear setback on a waterfront lot to be at least 18 feet from a seawall. (2) Utility/Infrastructure uses shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan map amendment to transportation/utility which shall include such uses and all contiguous like uses. (3) The development standards for residential infill projects are guidelines and may be varied based on the criteria set forth in Section 2-303(D). Flexibility Criteria: A. Accessory dwelling unit. 1. Accessory dwelling units shall not exceed 750 square feet or 50 percent of the gross floor area of the principal detached dwelling, whichever is less. 2. A parcel of land with conforming density shall be permitted one accessory dwelling unit. 3. Design Standards. a. The accessory dwelling unit shall be constructed with a consistent architectural style as the principal detached dwelling. 10 Ordinance No. 9758-24   b. Detached accessory dwelling units shall be constructed with similar architectural features as the principal detached dwelling, including window style, paint scheme, and roof design. c. A shipping container may be utilized as a detached accessory dwelling unit, provided it fully complies with the Florida Building Code and is architecturally treated using windows, doors, cladding, porches, and/or decks to provide a residential appearance, as determined by the Community Development Coordinator. d. Entrances to attached accessory dwelling units shall not be visible from the street. 4. The location of an accessory dwelling unit shall be subject to Section 3-203.A. 5. The height of a detached accessory dwelling unit shall be subject to Section 3-203.D. 6. Setbacks. a. Attached accessory dwelling units shall meet the principal detached dwelling setbacks. b. Detached accessory dwelling units shall meet the setbacks established in Table 2- 303. c. Flexibility for the side and rear setbacks may be approved if the unit is buffered with landscape material and/or fences to minimize impacts to adjacent properties. 7. Either the principal detached dwelling or accessory dwelling unit shall be occupied by the property owner. 8. One legal on-street parking space may be substituted in lieu of the required off-street parking space as determined by the City Engineer. **RELETTER SUBSEQUENT SECTIONS UPON APPROVAL OF CRITERIA A ABOVE** * * * * * * 11 Ordinance No. 9758-24   Section 2-304. – Flexible development. * * * * * * Table 2-304. "MDR" District Flexible Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Assisted Living Facilities 20,000 100 25 5 10 30-50 1/ per 2 residents Attached Dwellings 10,000 100 25 5 10 30-50 2/unit Congregate Care 20,000 100 25 5 10 30-50 1/ per 2 residents Non-Residential Off- Street Parking(32) n/a n/a 25 5 10 n/a n/a Overnight Accommodations 20,000 100 25 5 10 30-50 1/unit Parks and Recreational Facilities n/a n/a 35 20 25 30 1/ per 20,000 SF land area or as determined by the community development directorcoordinator based on ITE Manual standards Residential Infill Projects(2) n/a n/a 10— 25 0—5 0—510 30—50 2/unit (1) The Building Code may require the rear setback to be as least 18 feet from any seawall. (2) The development standards for residential infill projects are guidelines and may be varied based on the criteria specified in Section 3-304(G). (3) Non-residential parking lots shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan map amendment to the appropriate land use category. * * * * * * Section 5. That Article 2, Zoning Districts, Division 4, Medium High Density Residential District (“MHDR”), Community Development Code, be amended to read as follows: * * * * * * Section 2-403. – Flexible standard development. * * * * * * Table 2-403. "MHDR" Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear * * * * * * * * * * * * 12 Ordinance No. 9758-24   Section 2-404. – Flexible development. * * * * * * Table 2-404. "MHDR" Flexible Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Attached Dwellings 15,000 150 15-25 0-10 10-15 30-50 2/unit Congregate Care 15,000 150 25 10 15 30 1/ per 2 residents Non-Residential Off- Street Parking(2) n/a n/a 25 5 10 n/a n/a Overnight Accommodations 15,000 150 15-25 0-10 10-15 30 1/unit Parks and rRecreation fFacilities n/a n/a 35 20 25 30 1/ per 20,000 SF land area or as determined by the community development coordinator based on the ITE Manual standards Residential Infill Projects(3) n/a n/a 10— 25 0— 10 0—15 30-50 2/unit (1) The Building Code may require the rear setback on a waterfront lot to be at least 18 feet from a seawall. (2) Non-residential parking lots shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan map amendment to the appropriate land use category. (3) The development standards for residential infill projects are guidelines and may be varied based on the criteria specified in Section 2-404(F). * * * * * * Section 6. That Article 2, Zoning Districts, Division 5, High Density Residential District (“HDR”), Community Development Code, be amended to read as follows: * * * * * * Section 2-503. – Flexible standard development. * * * * * * Table 2-503. "HDR" Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) * * * * * * * * * * * * 13 Ordinance No. 9758-24   Section 2-504. – Flexible development. * * * * * * Table 2-504. "HDR" Flexible Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear(1) Attached Dwellings 15,000 150 15-25 0-10 10-15 30-130 2/unit Congregate Care 15,000 150 25 10 15 30 1/ per 2 residents Overnight Accommodations 15,000 150 15-25 0-10 10-15 30 1/unit Parking Garage and Lots(2) 20,000 100 50 15- 25 10 10-20 n/a Parks and rRecreational fFacilities n/a n/a 35 20 25 30 1/ per 20,000 SF land area or as determined by the Ccommunity Ddevelopment Ccoordinator based on ITE Manual standards Residential Infill Projects(3) n/a n/a 10— 25 0— 10 0—15 30—130 2/unit (1) The Building Code may require the rear setback on a waterfront lot to be at least 18 feet from a seawall. (2) Parking garages shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shall require a land use plan amendment to the appropriate land use. (3) The development standards for residential infill projects are guidelines and may be varied based on the criteria specified in Section 2-504(F). * * * * * * Section 7. That Article 2, Zoning Districts, Division 7, Commercial District (“C”), Community Development Code, be amended to read as follows: * * * * * * Section 2-702. – Minimum standard development. * * * * * * Table 2-702. "C" District Minimum Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear Community Gardens(4)(4) n/a n/a n/a 15 5 5 n/a n/a Funeral Homes 10,000 100 25 25 10 20 25 0.25/ per seat Governmental Uses(1) 10,000 100 25 25 10 20 25 4/1,000 SF GFA 14 Ordinance No. 9758-24   Indoor Recreation/ Entertainment 10,000 100 25 25 10 20 25 5/1,000 SF GFA or 5/lane, 2/court or 1/machine Medical Clinic(1) 10,000 100 25 25 10 20 25 5/1,000 SF GFA Mixed Use 10,000 100 25 25 10 20 25 Based upon specific use requirements Offices 10,000 100 25 25 10 20 25 3/1,000 SF GFA Overnight Accommodations 40,000 200 25 25 10 20 25 1/unit Parks and Recreational Facilities n/a n/a 25 25 10 20 25 1/ per 20,000 SF land area or as determined by the community development coordinator based on ITE Manual standards Places of Worship 40,000 200 25 25 10 20 25 1/ per 2 seats Restaurants 10,000 100 25 25 10 20 25 12/1,000 SF GFA Retail Plazas(2), (3) 15,000 100 25 25 10 20 25 4/1,000 SF GFA Retail Sales and Services(3) 10,000 100 25 25 10 20 25 5/1,000 SF GFA Social and Community Centers 10,000 100 25 25 10 20 25 5/1,000 SF GFA Telecommunications Towers 10,000 100 Refer to Section 3-2001 25 10 20 Refer to Section 3-2001 n/a Vehicle Sales/Display 40,000 200 25 25 10 20 25 2.5/1,000 SF Llot Ssales Aarea Veterinary Offices 10,000 100 25 25 10 20 25 4/ spaces per 1,000 SF GFA * * * * * * Section 2-703. – Flexible standard development. * * * * * * Table 2-703. "C" District Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Spaces Front Side Rear Accessory Dwellings Unit n/a n/a n/a n/a n/a n/a n/a 1/ space per unit Alcoholic Beverage Sales 10,000 100 25 25 10 20 25 5/ per 1,000 SF GFA 15 Ordinance No. 9758-24   Automobile Service Stations 10,000 100 25 25 10 20 25 5/1,000 SF GFA Bars 10,000 100 25 25 10 20 25 10/ per 1,000 SF GFA Brewpubs 3.500— 10,000 30— 100 25— 50 25 0— 10 10— 20 25— 50 1.5/1,000 SF GFA dedicated to brewery operations and support services; and 7— 12/1,000 SF GFA for all other use area Educational Facilities (1) 40,000 200 25 25 10 20 25 1/ per 2 students Funeral Homes 3.500— 10,000 30— 100 25— 50 25 0— 10 10— 20 25— 50 0.25/ per seat Governmental Uses(1) 10,000 100 25— 50 25 10 20 25— 50 4/ spaces per 1,000 SF GFA Indoor Recreation/Entertainment 5,000— 10,000 50— 100 25 25 10 20 25 3—5/1,000 SF GFA or 3—5/lane, 1—2/court or 1/machine Medical Clinics (1) 10,000 100 25-50 25 0 - 10 10- 20 25-50 3 - 5/1,000 SF GFA Microbreweries 3,500— 10,000 30— 100 25— 50 25 0— 10 10— 20 25— 50 1.5/1,000 SF GFA dedicated to brewery operations and support services; and 7— 12/1,000 SF GFA for all other use area Mixed Use 5,000— 10,000 50— 100 25— 50 25 0— 10 10— 20 25— 50 Based upon specific use requirements Nightclubs 10,000 100 25 25 10 20 25 10/ per 1,000 SF GFA Offices 3,500— 10,000 30— 100 25— 50 25 0— 10 10— 20 25— 50 3/1,000 SF GFA Off-Street Parking 10,000 100 n/a 25 10 20 n/a n/a Overnight Accommodations 20,000 — 40,000 150— 200 25— 50 25 0— 10 10— 20 25— 50 1/ per unit Places of Worship (2) 20,000 — 40,000 100— 200 25— 50 25 10 20 25— 50 0.5-1/ per 2 seats Public Transportation Facilities (3) n/a n/a 10 n/a n/a n/a 10 n/a Restaurants 3,500— 10,000 30— 100 25— 50 25 0— 10 10— 20 25— 50 7—12/ spaces per 1,000 GFA Retail Plazas 15,000 100 25— 50 25 0— 10 10— 20 25— 50 4/ spaces per 1,000 SF GFA 16 Ordinance No. 9758-24   Retail Sales and Services 3,500— 10,000 30— 100 25— 50 25 0— 10 10— 20 25— 50 4—5/ spaces per 1,000 SF GFA Schools (5) 40,000 200 25 25 0— 10 10— 20 25 1/ per 3 students Social and Community Centers (1) 3,500— 10,000 35— 100 25— 35 25 0— 10 10— 20 25— 35 4—5/ spaces per 1,000 SF GFA Utility/Infrastructure Facilities (4) n/a n/a 20 25 10 20 20 n/a Vehicle Sales/Displays 20,000 — 40,000 150— 200 25 25 10 20 25 2.5/ spaces per 1,000 SF of lot sales area Veterinary Offices 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 4/ spaces per 1,000 SF GFA * * * * * * Flexibility criteria: A. Accessory dwelling unit. One accessory dwelling unit, which is subordinate and accessory to a principal permitted use is allowed provided that: 1. Title to the accessory dwelling unit is vested in the ownership of the principal use;. 2. The floor area of the accessory dwelling unit does not exceed 25 percent of the floor area of the principal use. 3. The unit complies with the development standards established for the principal use. 4. The unit shall be constructed with a similar architectural style as the principal use. * * * * * * Section 2-704. – Flexible development. * * * * * * Table 2-704. “C” District Flexible Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height (ft.) Min. Setbacks (ft.) Max Height (ft.) Min. Off-Street Parking Spaces Front Side Rear Alcoholic Beverage Sales 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 5/ per 1,000 SF GFA Animal Boarding 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 4/ spaces per 1,000 SF GFA Bars 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 10/ per 1,000 SF GFA Brewpubs 3,500— 10,000 30— 100 25— 50 15— 25 0— 10 10— 20 25— 50 1.5/1,000 SF GFA dedicated to brewery operations and support services; and 7— 12/1,000 SF GFA for all other use area 17 Ordinance No. 9758-24   Comprehensive Infill Redevelopment Project n/a n/a n/a n/a n/a n/a n/a Determined by the community development coordinator based on the specific use and/or ITE Manual standards Indoor Recreation/Entertainment 3,500— 10,000 30— 100 25— 50 15— 25 0— 10 10— 20 25— 50 3—5/1,000 SF GFA or 3—5/lane, 1—2/court or 1/machine Light Assembly 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 4—5/ spaces per 1,000 GFA Limited Vehicle Service 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 4—5/ spaces per 1,000 GFA Marinas and Marina Facilities 5,000— 20,000 50 25 25 10 20 25 1/ space per 2 slips Microbreweries 3,500— 10,000 30— 100 25— 50 15— 25 0— 10 10— 20 25— 50 1.5/1,000 SF GFA dedicated to brewery operations and support services; and 7— 12/1,000 SF GFA for all other use area Mixed Use 5,000— 10,000 50— 100 25— 50 15— 25 0— 10 10— 20 25— 50 Based upon specific use requirements Nightclubs 5,000— 10,000 50— 100 25 15— 25 0— 10 10— 20 25 10/ per 1,000 SF GFA Offices 3,500— 10,000 30— 100 25— 50 15— 25 0— 10 10— 20 25— 50 3/1,000 SF GFA Off-Street Parking 10,000 100 n/a 15— 25 0— 10 10— 20 n/a n/a Outdoor Recreation/Entertainment 20,000 100 25 15— 25 10 10— 20 25 1—10/ per 1,000 SQ FT of land area or as determined by the community development coordinator based on ITE Manual standards Overnight Accommodations 20,000— 40,000 100— 200 25— 50 15— 25 0— 10 10— 20 25— 50 1/ per unit Problematic Uses 5,000 50 25 15— 25 10 10— 20 25 5/ spaces per 1,000 SF GFA Restaurants 3,500— 10,000 35— 100 25— 50 15— 25 0— 10 10— 20 25— 50 7—12/ spaces per 1,000 SF GFA Retail Plazas 15,000 100 25— 50 15— 25 0— 10 10— 20 25— 50 4/ spaces per 1,000 SF GFA Retail Sales and Services 3,500— 10,000 30— 100 25— 50 15— 25 0— 10 10— 20 25— 50 4—5/ spaces per 1,000 SF GFA RV Parks 40,000 200 25 15— 25 20 10— 20 25 1/ space per RV space 18 Ordinance No. 9758-24   Schools (2) 30,000— 40,000 100— 200 25— 50 15— 25 0— 10 10— 20 25— 50 1/ per 3 students Self Storage 20,000 100 25 15— 25 10 10— 20 25 1/ per 20 units plus 2 for manager’s office Social/Public Service Agencies(1) 5,000— 10,000 50— 100 25— 50 15— 25 0— 10 10— 20 25— 50 3—4/ spaces per 1,000 SF GFA Vehicle Sales/Displays 10,000— 40,000 100— 200 25 15— 25 10 10— 20 25 2.5/ spaces per 1,000 SQ FT of lot area * * * * * * Flexibility criteria: * * * * * * I. Limited vehicle service. 1. Lot area and width: The reduction in lot area and/or width will not result in a building which is out of scale with existing buildings in the immediate vicinity of the parcel proposed for development. 2. Front setback: The reduction in front setback results in an improved site plan or improved design and appearance and landscaped areas are in excess of the minimum required. 3. Side and rear setback: a. The reduction in side and/or rear setback does not prevent access to the rear of any building by emergency vehicles; b. The reduction in side and/or rear setback results in an improved site plan, more efficient parking, or improved design and appearance and landscaped areas are in excess of the minimum required. 4. Off-street parking: The physical characteristics of a proposed building are such that the likely uses of the property will require fewer parking spaces per floor area than otherwise required or that the use of significant portions of the building will be used for storage or other non-parking demand-generating purposes. 5. Garage doors and bays shall be located perpendicular to the abutting streets. Bays shall be screened from adjacent property by landscaped walls or fences. 6. Tunnels associated with car washes shall be located parallel to the abutting street. 7. Vacuums and similar equipment accessory to car washes shall meet applicable side and rear setbacks, consist of muted colors, and shall not be placed between the principal structure and the right-of-way. 78. The façade of the building which fronts on public roads are designed with windows, cornices or other architectural features or treatments. 79. The use does not involve the overnight, outdoor storage of automobiles. 19 Ordinance No. 9758-24   810. The parcel proposed for development is not contiguous to a parcel of land which is designated as residential in the Zoning Atlas. 911. The design of the parcel proposed for development is compatible with the surrounding area. * * * * * * Section 8. That Article 2, Zoning Districts, Division 8, Tourist District (“T”), Community Development Code, be amended to read as follows: * * * * * * Section 2-802. – Flexible standard development. * * * * * * Table 2-802. “T” District Flexible Standard Development Standards Use(1)(1) Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height(1) (ft.) Min. Setbacks(1)(1) (ft.) Max Height(1) (ft.) Min. Off-Street Parking Front Side Rear Accessory Dwellings Unit n/a n/a n/a n/a n/a n/a n/a 1/unit Alcoholic/Beverage/Sales 5,000 50 35 10— 15 10 20 35 5/ per 1,000 SF GFA Attached/ Dwellings (6) 10,000 100 35—50 10— 15 10 10— 20 35—50 2/ per unit Bars 5,000 50 35 15 10 20 35 10/ per 1,000 SF GFA Brewpubs 5,000— 10,000 50— 100 35—50 0— 15 0— 10 10— 20 35—50 1.5/1,000 SF GFA dedicated to brewery operations and support services; and 7—12/1,000 SF GFA for all other use area Governmental Uses (2) 10,000 100 35—50 10— 15 0— 10 10— 20 35—50 3—4/1,000 SF GFA Indoor Recreation/Entertainment 5,000 50 35—50 0— 15 0— 10 20 35—50 10/ per 1,000 SF GFA Medical Clinic 10,000 100 35—50 10— 15 10 20 35—50 5/1,000 SF GFA Mixed Use 5,000— 10,000 50— 100 35—50 0— 15 0— 10 10— 20 35—50 Based upon specific use requirements Museums 10,000 100 35—50 10— 15 0— 10 10— 20 35—50 1—3/1,000 SF GFA Nightclubs 5,000 50 35 15 10 20 35 10/ per 1,000 SF GFA Offices 5,000— 10,000 50— 100 35—50 0— 15 0— 10 10— 20 35—50 3/1,000 SF GFA 20 Ordinance No. 9758-24   Outdoor Recreation/Entertainment 5,000 50 35 10— 15 10 20 35 2.5/ spaces per 1,000 sq. ft. SF of lot area or as determined by the community development directorcoordinator based on ITE Manual standards Overnight Accommodations 20,000 100— 150 35—50 10— 15 0— 10 10— 20 35—50 1.2/ per unit Parking Garages and Lots 20,000 100 50 15— 25 10 10— 20 50 n/a Parks and Recreation Facilities n/a n/a 50 25 10 20 50 1/ per 20,000 SF of land area or as determined by the community development coordinator based on ITE Manual standards Public Transportation Facilities(3) n/a n/a 10 n/a n/a n/a 10 n/a Resort Attached Dwellings(6) 10,000 100 35—50 10— 15 10 10— 20 35—50 1.5/ per unit Restaurants 5,000— 10,000 50— 100 35—50 0— 15 0— 10 10— 20 35—50 7—12/ spaces per 1,000 SF GFA(5) Retail Plazas 15,000 100 35—50 0— 15 0— 10 10— 20 35—50 4/ spaces per 1,000 SF GFA Retail Sales and Services 5,000— 10,000 50— 100 35 – 50 0— 15 0— 10 10— 20 35 – 50 4—5/ spaces per 1,000 SF GFA (5) Social and Community Center 5,000— 10,000 50— 100 35—50 10— 15 0— 10 10— 20 35—50 4—5/ spaces per 1,000 SF GFA Utility/Infrastructure Facilities(4) n/a n/a n/a 25 10 10 n/a n/a * * * * * * Flexibility criteria: A. Accessory dwellings unit. One accessory dwelling unit, which is subordinate and accessory to a principal permitted use is allowed provided that: 1. One accessory dwelling that is subordinate and accessory to a principal permitted use. 12. Title to the accessory dwelling unit is vested in the ownership of the principal use. 23. The floor area of the accessory dwelling unit does not exceed 25 percent of the floor area of the principal use. 21 Ordinance No. 9758-24   3. The unit complies with the development standards established for the principal use. 4. The unit shall be constructed with a similar architectural style as the principal use. * * * * * * Section 2-803. – Flexible development. * * * * * * Table 2-803. “T” Flexible Development Standards Use(1)(1) Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height(1) (ft.) Min. Setbacks(1) (ft.) Max. Height(1) (ft.) Min. Off- Street Parking Min. Front(1) (ft.) Min. Side(1) (ft.) Min. Rear(1) (ft.) Alcoholic Beverage Sales 5,000 50 35—100 0—15 0—10 10— 20 35—100 5/ per 1,000 SF GFA Attached Dwellings(3) 5,000— 10,000 50— 100 35—100 0—15 0—10 10— 20 35—100 2/ per unit Bars 5,000 50 35—100 0—15 0—10 10— 20 35—100 10/ per 1,000 SF GFA Brewpubs 5,000— 10,000 50— 100 35—100 0—15 0—10 10— 20 35—100 1,5/1,000 SF GFA dedicated to brewery operations and support services; and 7-12/1,000 SF GFA for all other use area Comprehensive Infill Redevelopment Project n/a n/a n/a n/a n/a n/a n/a Determined by the community development coordinator for all other uses based on the specific use and/or ITE Manual standards Limited Vehicle Sales and Display 5,000 50 35—100 0—15 0—10 10— 20 35—100 4—5/ spaces per 1,000 SF GFA Marinas and Marina Facilities 5,000 50 25 10—15 0—10 10— 20 25 1/ space per 2 slips 22 Ordinance No. 9758-24   Mixed Use 5,000— 10,000 50— 100 35—100 0—15 0—10 0—20 35—100 Based upon specific use requirements Nightclubs 5,000 50 35—100 0—15 0—10 10— 20 35—100 10/ per 1,000 SF GFA Offices 5,000— 10,000 50— 100 35—100 0—15 0—10 10— 20 35—100 3/1,000 SF GFA Outdoor Recreation/Entertainment 5,000 50 35 5—15 0—10 10— 20 35 2.5/ spaces per 1,000 SQ FT of lot area or as determined by the community development coordinator based on ITE Manual standards Overnight Accommodations(3) 10,000— 20,000 100— 150 35—100 0—15 0—10 0—20 35—100 1—1.2/ per unit Resort Attached Dwellings(3) 5,000— 10,000 50— 100 35—100 0—15 0—10 10— 20 35—100 1.5/ per unit Restaurants 5,000— 10,000 50— 100 25—100 0—15 0—10 10— 20 25—100 7—12/ spaces per 1,000 SF GFA(2) Retail Plazas 15,000 100 35—100 0—15 0—10 10— 20 35—100 4/ spaces per 1,000 SF GFA Retail Sales and Services 5,000— 10,000 50— 100 35—100 0—15 0—10 10— 20 35—100 4—5/ spaces per 1,000 SF GFA(2) * * * * * * Section 9. That Article 2, Zoning Districts, Division 10, Office District (“O”), Community Development Code, be amended to read as follows: * * * * * * 23 Ordinance No. 9758-24   Section 2-1002. – Minimum standard development. * * * * * * Table 2-1002. “O” District Minimum Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Spaces Front Side Rear Funeral Homes 10,000 100 30 25 10 20 30 0.25/ per seat Medical Clinic 10,000 100 30 25 10 20 30 5/1,000 SF GFA Offices 10,000 100 30 25 10 20 30 3/1,000 sq. ft.SF GFA Parks and Recreation Facilities n/a n/a 50 25 10 20 50 1/ per 20,000 SF of land area or as determined by the community development director based on ITE Manual standards Places of Worship(1) 40,000 200 30 35 20 20 30 1/ per 2 seats Schools 40,000 200 30 35 20 20 30 ⅓1/3 students Telecommunication Towers 10,000 100 Refer to Section 3-2001 25 10 20 Refer to Section 3-2001 n/a * * * * * * Section 2-1003. – Flexible standard development. * * * * * * Table 2-1003. “O” District Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side Rear Accessory Dwellings Unit n/a n/a n/a n/a n/a n/a n/a 1/unit Community Residential Homes 6,000 60 30 25 10 10 30 1/ per 2 residents Educational Facilities 3,500 50 30— 50 25 10 20 30—50 2—3/1,000 SF GFA Funeral Homes 3,500— 10,000 50- 100 30-50 15-25 10 10- 20 30-50 0.25/ per seat Medical Clinic 10,000 100 30-50 15-25 10 10- 20 30-50 5/1,000 SF GFA Nursing Homes 20,000 100 30 35 20 20 30 1/ per 2 residents Offices 3,500— 10,000 50— 100 30— 50 15— 25 10 10— 20 30—50 2—3/1,000 SF GFA Off-Street Parking 3,500 50 n/a 25 10 20 n/a n/a 24 Ordinance No. 9758-24   Places of Worship(1) 20,000— 40,000 100— 200 30— 50 25— 35 10— 20 10— 20 30—50 1/ per 2 seats Public Transportation Facilities(2) n/a n/a 10 n/a n/a n/a 10 n/a Restaurants n/a n/a n/a n/a n/a n/a n/a n/a Retail Sales and Services n/a n/a n/a n/a n/a n/a n/a n/a TV/Radio Studios 40,000 200 35 35 20 20 35 5/1,000 SF GFA Utility/Infrastructure Facilities(3) n/a n/a n/a 35 20 20 n/a n/a Veterinary Offices 5,000 50 30 25 10 20 30 4/1,000 SF GFA * * * * * * Flexibility criteria: A. Accessory dwellings unit. One accessory dwelling unit, which is subordinate and accessory to a principal permitted use is allowed shall be permitted provided that: 1. Title to the accessory dwelling unit is vested in the ownership of the principal use;. 2. The floor area of the accessory dwelling unit does not exceed 25 percent of the floor area of the principal use.; 3. The unit complies with the development standards established for the principal use. 4. The unit shall be constructed with a similar architectural style as the principal use. * * * * * * Section 2-1004. – Flexible development. * * * * * * Table 2-1004. “O” District Flexible Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Max. Height (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Spaces Front Side Rear Comprehensive Infill Redevelopment Project n/a n/a n/a n/a n/a n/a n/a Determined by the community development directorcoordinator based on the specific use and/or ITE Manual standards Mixed Use 3,500 50 30— 80 15— 35 10— 20 10— 20 30—80 Based upon specific use requirements Nursing Homes 20,000 100 30— 50 15— 35 10— 20 10— 20 30—50 1/ per 2 residents TV/Radio Studios 20,000— 40,000 100— 200 35— 80 15— 35 10— 20 10— 20 35—80 3—5/1,000 SF GFA * * * * * * 25 Ordinance No. 9758-24   Section 10. Article 2, Zoning Districts, Division 11, US 19 District (“US 19”), Community Development Code, be amended to read as follows: * * * * * * Section 2-1101.1. – Maximum development potential. * * * * * * B. Residential density on those portions of property located within the coastal storm area shall be limited to the density in place prior to the adoption of this Code, consistent with Policy A.1.1.2 and Map A-16 of the Comprehensive Plan. * * * * * * Section 11. That Article 2, Zoning Districts, Division 12, Institutional District (“I”), Community Development Code, be amended to read as follows: * * * * * * Section 2-1203. – Flexible standard development. * * * * * * Table 2-1203. “I” District Flexible Standard Development Standards Use Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off- Street Parking Front Side Rear Accessory Dwellings Unit n/a n/a n/a n/a n/a n/a 1/unit * * * * * * * * * * * * Flexibility criteria: A. Accessory dwellings unit. One accessory dwelling unit, which is subordinate and accessory to a principal permitted use is allowed provided that: 1. Title to the accessory dwelling unit is vested in the ownership of the principal use;. 2. The floor area of the accessory dwelling unit does not exceed 25 percent of the floor area of the principal use. 3. The unit complies with the development standards established for the principal use. 4. The unit shall be constructed with a similar architectural style as the principal use. B. Airport. All development activity identified in the 1999 Airport Master Plan (as amended) study as short-term development projects shall be processed as Flexible Standard Development Projects, and all mid-term development projects shall be processed as Flexible Development Projects. All development projects at the city’s Airpark must be consistent with the 1999approved Airport Master Plan. 26 Ordinance No. 9758-24   * * * * * * Section 12. Article 2, Zoning Districts, Division 13, Industrial, Research and Technology District (“IRT”), Community Development Code, be amended to read as follows: * * * * * * Section 2-1302. – Minimum standard development. * * * * * * Table 2-1302. “IRT” District Minimum Development Standards Uses Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Spaces Front Side/Rear Rear Accessory Dwellings Unit 5,000 50 20 15 15 50 1/unit Governmental Uses (1) 20,000 200 20 15 15 50 3/1,000 SF GFA Indoor Recreation/Entertainment (2) 20,000 200 20 15 15 50 5/1,000 SF GFA or 5/lane, 2/court or 1/machine Manufacturing (3) 20,000 200 20 15 15 50 1.5/1,000 SF GFA Offices (4) n/a n/a n/a n/a n/a n/a n/a Parks and Recreation Facilities n/a n/a 25 10/20 20 50 1/ per 20,000 SF land area or as determined by the community development coordinator based on the ITE Manual standards Publishing and Printing 20,000 200 20 15 15 50 3/1,000 SF GFA Research and Technology 20,000 200 20 15 15 50 2/1,000 SF GFA Restaurants (5) 10,000 100 20 15 15 50 12/ spaces per 1,000 SF GFA Self Storage 20,000 200 20 15 15 50 1/ per 20 units plus 2 for manager’s office Telecommunication Towers 10,000 50 25 10/20 20 Refer to Section 3- 2001 n/a TV/Radio Studios 20,000 200 20 15 15 50 4/1,000 SF GFA 27 Ordinance No. 9758-24   Urban Farms (6) n/a n/a 20 15 15 50 2/ per acre or fraction thereof Vehicle Service (7) 20,000 200 20 15 15 50 1.5/1,000 SF GFA Wholesale/Distribution/ Warehouse Facility 20,000 200 20 15 15 50 1.5/1,000 SF GFA * * * * * * Section 2-1303. – Flexible standard development. * * * * * * Table 2-1303. “IRT” District Flexible Standard Development Standards Uses Min. Lot Area (sq. ft.) Min. Lot Width (ft.) Min. Setbacks (ft.) Max. Height (ft.) Min. Off-Street Parking Front Side/Rear Rear Animal Boarding 10,000 100 20 15 15 30 5/1,000 SF GFA Automobile Service Stations (1) 20,000 100 20 15 15 30 4/1,000 SF GFA Major Vehicle Service (1) 20,000 100 20 15 15 30 4/1,000 SF GFA Manufacturing (2) 10,000 100 20 15 15 50 1.5/1,000 SF GFA Microbreweries 5,000— 10,000 50—100 20 15 15 50 1.5/1,000 GFA dedicated to brewery operations and support services; and 7—12/1,000 GFA for all other use area Offices 20,000 200 20 15 15 50 3/1,000 SF GFA Outdoor Recreation/Entertainment (3) 40,000 200 20 15 15 30 1—10/1,000 SF Land Area or as determined by the community development coordinator based on ITE Manual standards Outdoor Storage 10,000 100 20 15 15 30 3/1,000 SF GFA Parking Lots 10,000 100 20 15 15 n/a n/a Public Facilities 10,000 100 20 15 15 50 1—2 per 1,000 GFA 28 Ordinance No. 9758-24   Public Transportation Facilities (4) n/a n/a n/a n/a n/a 10 n/a Publishing and Printing 10,000— 20,000 100— 200 20 15 15 50 3/1,000 SF GFA Research and Technology 10,000 100 20 15 15 50 2/1,000 SF GFA Residential Shelters (5) 5,000 50 20 15 15 30 3/1,000 SF GFA Retail Sales and Services (1) n/a n/a n/a n/a n/a n/a n/a Restaurants (6) 5,000— 10,000 50 -100 20 15 15 50 7—12 spaces per 1,000 GFA Self Storage 10,000 100 20 15 15 50 1/ per 20—25 units plus 2 for manager’s office TV/Radio Studios 10,000 100 20 15 15 50 4/1,000 SF GFA Utility/Infrastructure Facilities (7) n/a n/a 20 15 15 n/a n/a Vehicle Sales/Displays and Major Vehicle Sales/Displays (8) 40,000 200 20 15 15 30 1.5/1,000 SF Lot Sales Area Vehicle Service (8) 10,000 100 20 15 15 50 1.5/1,000 SF GFA Veterinary Offices 10,000 100 20 15 15 30 5/1,000 SF GFA Wholesale/Distribution/Warehouse Facility 10,000 100 20 15 15 50 1.5/1,000 SF GFA * * * * * * Section 13. That Article 3, Development Standards, Division 1, Access Management Standards, Community Development Code, be amended to read as follows: Section 3-102. – Access management classification system and standards. * * * * * * E. Measurement of driveway spacing. Driveway spacing shall be measured from the closest edge of the pavement to the next closest edge of the pavement. The projected future edge of the pavement of the intersecting road shall be used in measuring corner clearance, where widening, relocation, or other improvement is indicated on the Future Traffic Circulation Map in the City’s Comprehensive Plan. * * * * * * Section 14. That Article 3, Development Standards, Division 2, Accessory Use/Structures, Community Development Code, be amended to read as follows: * * * * * * Section 3-202. – Exemptions. A. For the purpose of calculating the gross floor area of the principal use as set forth in Section 3-203.C., the floor area of any attached garage or carport shall be included. 29 Ordinance No. 9758-24   B. A detached two-car garage that is accessory to a detached dwelling shall be exempt from the size limitations set forth in Section 3-203.C., provided there is no other garage located on the site. C. Garden centers shall be exempt from the size limitations set forth in Section 3-203.C. D. Swimming pools shall be exempt from the size limitations set forth in Section 3-203.C. E. A screen enclosure around a swimming pool shall be exempt from the maximum height requirement set forth in Section 3-203.D., with the limitation that it not exceed the height of the principal structure. F. Picnic tables, sheds, water pumps, etc., that are accessory to a community garden shall be exempt from the location requirement set forth in Section 3-203.A. G. Recreation equipment, including but not limited to: play apparatus, swing sets, slides, sandboxes, play houses and basketball hoops shall be exempt from the location requirement set forth in Section 3-203.A., as well as the size limitations set forth in Section 3-203.C. All such recreation equipment, however, must still meet applicable setbacks. I. Accessory dwelling units shall be exempt from the standards in this Article, with the exception of Sections 3-203.A and 3-203.D and shall comply with the applicable standards in Article 2, Zoning Districts, for the zoning district in which it is located. * * * * * * Section 3-203. – General standards. * * * * * * E. Carports, garages or any structure used or intended to be used for the storage of any vehicle shall include a permanent and solid roof deck constructed with material such as asphalt shingles, metal, concrete tile, or wood, or photovoltaic (PV) panels. Fabric, canvas, and canvas/fabric-like materials are prohibited. * * * * * * H. Accessory uses shall not cumulatively exceed ten25 percent of the gross floor area of the principal use, except as may otherwise be permitted in this Code. * * * * * * Section 3-204. – Specific standards. * * * * * * D. Mechanical equipment. Outdoor mechanical, electrical, and communication equipment, including heating, air conditioning, and ventilation equipment; venting and vent terminations for commercial hoods; electric meters; mechanical penthouses; electrical and communication equipment, panels, and cabinets; satellite dishes; and similar features shall be located and designed to meet all of the following standards: 1. Equipment shall be placed on roofs or to the rear or side of buildings and shall not be placed between any right-of-way and the principal structure(s). 2. Equipment screening: 30 Ordinance No. 9758-24   a. Ground-mounted mechanical equipment shall be screened from public view by landscape materials or architecturally finished walls and enclosures designed consistent with the exterior façade of the building or other fencing as approved by the Community Development Coordinator. b. Rooftop-mounted mechanical equipment shall be screened by a parapet wall, articulated roofline or other roof screen, or similar device that is integrated into the building’s architectural design and of a height equal to or exceeding the height of the equipment being screened. c. Elevator equipment rooms or similar mechanical equipment enclosures shall be designed to complement the design of the street-facing building facades and shall be clad on all sides in material used on street-facing facades. Equipment shall be exempt from side and rear setback requirements. However, no mechanical equipment shall be permitted within a side setback which has been reduced as part of a Level One or Level Two application. 3. Equipment shall be screened from public view by landscaping, fencing, or architecturally-finished walls and/or enclosures designed to be compatible with the exterior façade of the building. Rooftop mechanical and elevator penthouses shall complement the design of street-facing building façades and shall be clad on all sides in the same or a material complementary to that used on street-facing façades. * * * * * * J. Solar energy systems. 1. Roof mounted solar energy system. a. Panels shall be installed in a horizontal configuration and meet the following: i. On pitched roofs, panels shall be parallel to the roof and not project more than 12 inches above the roof. ii. On flat roofs, panels shall not exceed five feet in height when at maximum tilt angle and shall be set back from the edge of the roof to minimize visibility from the street, where technically feasible. b. Panels shall not exceed the maximum height permitted in the applicable zoning district, whether installed on a pitched or flat roof. c. Systems shall meet applicable building and fire codes. 2. Floating solar energy system. a. At the time of application, a professional engineer shall provide a statement ensuring the proposed system will not cause degradation to the performance or any negative impacts to the biological community of the body of water in which the system will be located. b. Systems shall not exceed three feet in height above the surface of the body of water in which it is located. 31 Ordinance No. 9758-24   * * * * * * Section 15. That Article 3, Development Standards, Division 8, Fences and Walls, Community Development Code, be amended to read as follows: * * * * * * Section 3-804. – Height requirements. * * * * * * C. Corner and multi-frontage lots. For the purposes of fence or wall placement on corner or multi-frontage lots, the front shall be the front property line from which the property is addressed, and all other front property lines will be treated as a side property line(s), as illustrated below for the purpose of fencing. The placement of any fence or wall on the front of the property shall adhere to the provisions in Section 3-804.A.1 through 3, above. A fence or wall may be permitted on the side property line in compliance with the provisions in Section 3-804.B., above, provided: 1. The fence is consistent with the character and placement of any structures and setbacks on the adjoining properties, including the placement of the fence on the property line, as determined by the Community Development Coordinator. 2. The fence or wall shall be primarily open style, with separated pickets. 3. If the side of the property is adjacent to a right-of-way that would be classified as an arterial or collector right-of-way by the City Engineer, then the fence or wall may be constructed consistent with the provisions in Section 3-804.B., above, regardless of the placement of structures on and setbacks of adjoining properties, and may be solid/opaque. 4. Any fence or wall that exceeds three feet in height shall provide a three-foot-wide landscaped strip on the right-of-way side of the fence or wall consistent with the general landscaping standards in Section 3-1202 unless otherwise determined by the Community Development Coordinator. * * * * * * 32 Ordinance No. 9758-24   Non-opaque/open style or picket fence examples Delete existing image and replace with the below image. D. Double frontage lots. For the purposes of fence or wall placement on double frontage lots, the front shall be the front property line from which the property is addressed, and the opposite front property line will be treated as a rear property line for the purpose of fencing as illustrated below. The placement of any fence or wall on the front of the property shall adhere to the provisions in Section 3-804.A., above. A fence may be permitted on the rear property line in compliance with the provisions in Section 3-804.B., above provided the following conditions exist: 1. The rear of both the adjacent lots on the same side of the street are oriented the same as the lot on which the fence or wall is proposed; and 2. The pattern of the dwellings across the street is also oriented with the rear facing the lots across the street. 33 Ordinance No. 9758-24   3. If both of the above conditions cannot be met, such fence or wall in the rear shall not exceed four feet in height. 4. If the rear is adjacent to a right-of-way that would be classified as an arterial or collector right-of-way by the city engineer, then the fence or wall may be constructed consistent with the provisions in Section 3-804.B., above, regardless of any of the above conditions. Fences and Walls: Double Frontage Lots Delete existing image and replace with the below image. 34 Ordinance No. 9758-24   Section 16. That Article 3, Development Standards, Division 9, General Applicability Standards, Community Development Code, be amended to read as follows, and by adding new Section 3-921: * * * * * * Section 3-903. – Required setbacks. A. Except for fences, walls, outdoor lighting, signs, minimum door landing required by the Florida Building Code, walkways leading to building entrances, driveway access to garages, and/or vehicular cross access (driveways), shared parking, and trash staging areas, no building or structure shall be permitted in a setback required by the applicable zoning district. Sidewalks shall be no greater than 428 inches in width, nor greater in width than that required by the Florida Building Code. * * * * * * Section 3-904. – Sight visibility triangle. A. To minimize traffic hazards at street or driveway intersections, no structure or landscaping may be installed which will obstruct views at a level between 30 inches above grade and eight feet above grade within the sight visibility triangle described in the following figure., unless otherwise approved by the City Engineer. * * * * * * Section 3-920. – Affordable housing incentives. A. Affordable housing density dwelling units. 1. City review and approval process. a. City approval procedures. Such approval shall be considered a Level TwoOne (flexible standard development) approval in accordance with the provisions of Article 4 Division 43 of the Community Development Code. The use of the density bonus as provided within this section shall not be considered a land use plan amendment. * * * * * * Section 3-921. – Graywater system incentives. A. Graywater system density bonuses. 1. City approval procedures. Such approval shall be considered a Level One (flexible standard development) approval in accordance with the provisions of Article 4, Division 3 of the Community Development Code. 2. Requirements. a. Graywater system density bonuses shall be provided for a proposed or existing development that contains at least 25 detached dwellings or 25 attached dwelling units and shall not apply to those attached dwelling developments greater than five stories in height. b. Graywater technologies shall meet all applicable requirements provided under or by F.S. § 403.892, as amended, the Florida Building Code, the Department of Health, and any other applicable federal, state, or local governing law. 35 Ordinance No. 9758-24   c. The following bonuses shall be provided to the developer or homebuilder: i. A 25 percent density or intensity bonus for projects where a minimum of 75 percent of the development will have a graywater system installed; or ii. A 35 percent density or intensity bonus for projects where 100 percent of the development will have a graywater system installed. iii. Graywater density or intensity bonuses can be applied in addition to other density or intensity bonuses provided for in this code. Section 17. That Article 3, Development Standards, Division 12, Landscaping/Tree Protection, Community Development Code, be amended to read as follows: Section 3-1202. – General Landscaping Standards. A. Applicability. * * * * * * 3. Existing developed lots. Existing lots not meeting the requirements contained in this division shall be brought into full compliance under compliance to the greatest extent practicable as determined by the Community Development Coordinator under one or more of the following conditions: a. If an existing use is improved or remodeled in a value of 25 percent or more of the valuation of the principal structure as reflected on the property appraiser’s current records. b. If an amendment, other than a minor amendment, is required to an existing approved site plan. c. If a parking lot requires additional landscaping pursuant to the provisions of Article 3, Division 14. * * * * * * Section 18. That Article 3, Development Standards, Division 14, Parking and Loading, Community Development Code, be amended as follows: * * * * * * Section 3-1401. – Parking. * * * * * * B. Applicability. * * * * * * 3. Existing parking lots. Existing parking lots not meeting the requirements contained in this division shall be brought into full compliance under compliance to the greatest extent practicable as determined by the Community Development Coordinator under one or more of the following conditions: a. If an existing use is improved or remodeled in a value of 25 percent or more of the valuation of the existing principal structure as reflected on the property appraiser's current records. 36 Ordinance No. 9758-24   b. If an amendment, other than a minor amendment, is required to an existing approved site plan. * * * * * * Section 19. That Article 3, Development Standards, Division 18, Signs, Community Development Code, be amended to read as follows: * * * * * * Section 3-1803. Exempt signs. The following signs are exempt from regulations under this Division 18: * * * * * * G. Banners erected within the public right-of-way or on public property if part of a city banner program. * * * * * * Section 20. Article 3, Development Standards, Division 21, Temporary Uses, Section 3-2103, Allowable Temporary Uses, Community Development Code, be amended to read as follow: * * * * * * Section 3-2103. – Allowable temporary uses. * * * * * * N. Temporary emergency housing. 1. Upon declaration of a state of housing emergency by either the Pinellas County Board of County Commissioners, or the City of Clearwater City Council, or the Governor, those provisions set forth in Chapter 34, Article II, of the Pinellas County Code of Ordinances with regard to emergency housing shall be applicable in those areas encompassed by the declaration, with the exception that the emergency housing shall be permitted for up to 36 months after the date of declaration or until a certificate of occupancy is issued on the permanent residential structure, whichever occurs first. * * * * * * Section 21. That Article 4, Development Review and Other Procedures, Division 2, General Procedures, Community Development Code, be amended to read as follows: * * * * * * Section 4-202. – Applications for development approval. * * * * * * C. Determination of completeness. 1. Determination of completeness. Within seven working days after the published application deadline, the community development coordinator shall determine whether an application is complete. * * * * * * b. Notice of application to abutting property owners. After the community development coordinator has accepted a Level One (flexible standard development) or Level Two (flexible development) application for filing, he shall notice of the application shall be mailed to each owner of record of any land within a 200-foot radius of the perimeter 37 Ordinance No. 9758-24   boundaries of the subject property. Notice shall also be mailed to any affected registered local neighborhood association and to any citywide neighborhood association. Notice shall be provided no less than ten days prior to the review of the application before the development review committee (determination of sufficiency). All notices shall include a summary of the proposal under consideration, the procedure for consideration of the application, the address of the subject property, and contact information for both the applicant and the city. * * * * * * Section 22. That Article 4, Development Review and Other Procedures, Division 8, Traffic Impact Study, Community Development Code, be amended to read as follows: * * * * * * Section 4-801. – Purpose and applicability. A. The purpose of the traffic impact study is to examine the effect of a proposed development on the roadways of the city in accordance with an established methodology. If a traffic impact study is required pursuant to this division Article 4. Division 9, the methodology to be used shall be discussed and agreed upon at a pre-application conference held in accordance with Section 4-201. B. Except as provided in subsection C below, a traffic impact study shall be required for development projects within a deficient road corridor pursuant to Article 4. Division 9. which may degrade the acceptable level of service for any roadway as adopted in the Comprehensive Plan. Trip generation shall be based on the most recent edition of the Institute of Transportation Engineers Trip Generation Manual. * * * * * * Section 4-802. – Procedures. * * * * * * B. Typically, the examination shall be made for the a.m. and p.m. peak hours of the roadway; if a proposed use or mix of uses has peaking characteristics which fall outside of the normal a.m. and p. m. peak hours, the traffic engineer may require an analysis of the particular peak period of the proposed use or mix of uses. * * * * * * Section 4-803. – Standards for study. A. Traffic characteristics to be analyzed. The following traffic characteristics shall be analyzed for any development for which a traffic impact study is required: 1. Study area roadways, intersections, and traffic study requirements shall be established during a pre-application conference. 21. Existing (data collected within the last two years) and projected traffic volumes and levels of service. 32. Trip distribution including origination and destination projections for the proposed development. 38 Ordinance No. 9758-24   43. Average daily trips and peak hour trips projected to be generated at buildout and full occupancy. 54. Amounts and projected growth of background traffic in five years after build-out (including an annual growth rate and any developments specified by City of Clearwater staff). 65. Existing and future, no-build and build, roadway, and intersection levels of service design capacities in five years. 76. Proposed improvements or alterations to roadways, intersections, or traffic control in the study area serving the development. 87. Appropriate trip generation adjustments including internal shared-use trips, pass-by trips, and transit mode share Percentage of internal capture and passerby trips. B. Additional traffic analyses which may be required. The following analyses of site-related traffic may be required by the traffic engineer as part of the traffic impact study: * * * * * * 5. Accident rates, patterns, and crash mitigations at intersections. * * * * * * D. Minimum required standards. A traffic impact study for a development shall demonstrate that the infrastructure requirements and standards set forth in the transportation and capital improvement elements of the cComprehensive pPlan of the city are or shall be satisfied to the extent that such requirements apply to the development. * * * * * * Section 23. That Article 4, Development Review and Other Procedures, Division 9, Concurrency and Mobility Management, Community Development Code, be amended to read as follows: Division 9. Concurrency and Mobility Management Section 4-901. Authority and applicability. Reserved. A. Certificate of concurrency/capacity required. Unless exempted under the provisions of paragraph B below, all applications for development approval shall include an application for a certificate of concurrency/capacity or a nonconcurrency affidavit. No development approval shall be granted until a certificate of concurrency/capacity is issued or a nonconcurrency affidavit is executed. B. Exception. No certificate of concurrency/capacity is required for the following: 1. Replacement of structures that do not increase the demand for public facilities. 2. Room additions to residences. 3. Accessory structures to residences, including swimming pools, fences and walls. 4. Signs. 5. Utility infrastructure facilities. 6. Public transportation facilities. 7. Telecommunication towers. 39 Ordinance No. 9758-24   8. Parking garages and lots. 9. Fill-in permits if the original shell permit is vested prior to May 31, 1990, or passed a concurrency determination on or after May 31, 1990. 10. Expansions that were previously disclosed by the applicant and subject to a concurrency test as part of the original application of a phased development. 11. Projects that are vested. 12. Roads. Section 4-902. Application and procedures. Reserved. A. An application for a certificate of concurrency/capacity shall be filed with the community development coordinator as part of an application for development approval and shall include such fees as are required by Section 4-202(F). B. The community development coordinator shall review the application and determine whether the application complies with the standards in Section 4-903. If the community development coordinator determines that the application complies with the standards, a certificate of concurrency/capacity shall be issued and shall be valid for a period of two years or such later period as may be provided for in a development approval. C. In the event that an application for a certificate of concurrency/capacity is approved, the applicant shall pay prior to the issuance of the certificate, a fee in the form of prepayment of the capacity being reserved, or some other financial assurance provided by the applicant that is acceptable to the city. The certificate of concurrency/capacity fee may be refunded if development does not proceed so long as the city has not expended or obligated the money for preconstruction costs or construction of the facility, if the road impact fee has not been transferred to the county. If the road impact fee portion has been transferred to the county, the applicant may request a refund from the county. D. A certificate of concurrency/capacity may be extended according to the same terms and conditions as the underlying development approval. If a development approval is granted an extension, the certificate of concurrency/capacity, if any, shall also be extended. E. A certificate of concurrency/capacity may be extended to remain in effect for the life of each subsequent development approval for the same parcel, as long as the applicant obtains a subsequent development approval prior to the expiration of the earlier development approval. F. A certificate of concurrency/capacity runs with the land and is valid only for subsequent development approvals for the same parcel and to new owners of the original parcel for which it was issued. G. A certificate of concurrency/capacity shall expire if the underlying development order expires or is revoked by the city and the capacity has not been extended to a subsequent development approval for the same parcel. H. A denial of a certificate of concurrency/capacity may be appealed in the manner provided in Article 4, Division 5. 40 Ordinance No. 9758-24   Section 4-903. Standards for certificate of concurrency/capacity. Reserved. A. In determining whether a certificate of concurrency/capacity may be issued, the community development coordinator shall apply the level of service standards in the comprehensive plan according to the following measures for each public facility: 1. Potable water: water service area. 2. Sanitary sewer: sewer facility availability. 3. Drainage: drainage basin. 4. Solid waste: citywide. 5. Parks and recreation: citywide. B. For public facilities provided by entities other than the city, the certificate may be issued subject to the availability of such public facilities consistent with policy I.1.3.3 of the comprehensive plan. C. If the capacity of available public facilities is less than the capacity required to maintain the level of service standard for the impact of the development, the applicant may: 1. Accept a 15-day encumbrance of public facilities that are available and, within the same 15-day period, amend the application to reduce the needed public facilities to the capacity that is available. 2. Accept a 90-day encumbrance of public facilities that are available and, within the same 90-day period, arrange to provide for public facilities that are not otherwise available, to be in place or under construction not more than three years after permit issuance. 3. Reapply for a certificate of capacity not less than six months following the denial of an application for a certificate of capacity. D. If the capacity of impacted roads is inadequate, the community development coordinator may consider the following forms of mitigation: 1. System improvements, including but not limited to turn lanes, signals, acceleration/deceleration lanes and intersection improvements. 2. Travel time/speed studies conducted using methodology and data acceptable to the community development coordinator. 3. Alternative transportation programs, incentives and disincentives, including but not limited to transit systems, car pools, van pools, limited parking, and staggered work hours. 4. The following are not generally acceptable mitigation strategies: a. Improvements to roads that are not below level of service standards. b. Diverted trips. c. Averaging, i.e., system analysis instead of by link. 41 Ordinance No. 9758-24   * * * * * * Section 24. That Article 8, Definitions and Rules of Construction, Section 8-102. Definitions, Community Development Code, be amended to read as follows: * * * * * * Section 8-102. Definitions. Blackwater means that part of domestic sewage carried off by toilets, urinals, and kitchen drains. * * * * * * Coastal storm area means the area delineated in Map E-1of the Coastal Management Element of the Clearwater Comprehensive Plan, which encompasses all of the following: (1) the Coastal High Hazard Area (CHHA), which shall be defined by the Sea, Lake and Overland Surges from Hurricanes (SLOSH) model to be inundated from a category one hurricane, as reflected in the most recent Regional Evacuation Study, Storm Tide Atlas, (2) all land connected to the mainland of Clearwater by bridges or causeways, (3) those isolated areas that are defined by the SLOSH model to be inundated by a category two hurricane or above and that are surrounded by the CHHA or by the CHHA and a body of water, and (4) all land located within the Velocity Zone as designated by the Federal Emergency Management Agency. * * * * * * Dog daycare means a short-term daytime care for dogs that does not include overnight boarding. * * * * * * Dwelling unit, accessory means a secondary dwelling unit that exists either within the same structure, or on the same lot as a detached dwelling or a dwelling unit accessory to and occupying the same lot as a nonresidential use. Mobile homes and recreational vehicles shall not be used as accessory dwelling units. * * * * * * Graywater means that part of domestic sewage that is not blackwater, including waste from the bath, lavatory, laundry, and sink, except kitchen sink waste. * * * * * * Maximum tilt angle means the angle at which a solar energy system produces the highest energy yield in converting solar energy into electrical energy. The maximum tilt angle for solar energy systems in the City of Clearwater is approximately 25°. * * * * * * Mechanical equipment means outdoor mechanical, electrical, and communication equipment including heating, air conditioning, and ventilation equipment; venting and vent terminations for commercial hoods; mechanical penthouses; electrical and communication equipment, panels, and cabinets; satellite dishes; pool equipment such as heaters, filters, and pumps; generators; propane tanks; and similar features. * * * * * * Nonresidentially zoned property means any parcel of property located in one of the following districts; Office ("O"); Tourism ("T"); Commercial ("C"); Downtown ("D"); Industrial, Research and Technology ("IRT"); Institutional ("I"); Open Space/Recreation ("OS/R"); or Preservation ("P"); Mixed Use ("MU"). * * * * * * 42 Ordinance No. 9758-24   Photovoltaic (PV) panel means a device that converts solar energy directly into electricity. * * * * * * Racking equipment means any and all equipment used during the installation of a solar energy system. * * * * * * Retail sales and services means a building, property, or activity the principle use or purpose of which is the sale or lease of goods, products, materials, or services directly to the consumer, including grocery stores, bicycle stores (sales, rentals and/or repair), adult day care, child care, dog daycare, personal services, tattoo parlor, animal grooming, art galleries, artisans, farmer markets, medical marijuana treatment center dispensing facilities, and including the sale of alcoholic beverages for off-premises consumption provided that the sale of alcoholic beverages is subordinate to the principal use and display of alcoholic beverages occupies less than 25 percent of the floor area of the use. Not including problematic uses, street vendors or the on- premises consumption of alcoholic beverages. * * * * * * Shipping container means a reuasable transport and storage unit primarily used for moving products which can be used as a living space. * * * * * * Solar energy system means a system that converts the sun’s light into electricity or thermal energy. Solar energy system, floating means a solar energy system, that floats within a body of water. Solar energy system, roof mounted means a solar energy system that is mounted to a roof, whether pitched or flat. * * * * * * Section 25. That Appendix B, US 19 Zoning District and Development Standards, Division 3, Subdistrict Standards, Community Development Code, be amended to read as follows: * * * * * * 43 Ordinance No. 9758-24   Section B-301. Development intensity. A) Maximum Development Potential The maximum development potential set forth for each Subdistrict is shown in Table 1. Permitted Intensities by Future Land Use Category. All allowable uses, including residential and overnight accommodations, are regulated by Floor Area Ratio (FAR). Table 1. Permitted Intensities by Future Land Use Category Clearwater Future Land Use Category Countywide Plan Map Category/Subcategory US 19 Subdistrict Maximum Floor Area Ratio (FAR) US 19 Regional Center Activity Center (AC)/Major Center Subcategory Regional Center FAR 2.5 US 19 Neighborhood Center Activity Center (AC)/Community Center Subcategory Neighborhood Center FAR 1.5 US 19 Corridor Multimodal Corridor (MMC)/Primary Category Corridor FAR 1.5 B) Residential Density in Coastal Storm Area Residential density on those portions of property located within the coastal storm area shall be limited to the density in place prior to the adoption of this Code, consistent with Policy A.1.2.2CCM 2.4.3 and Map A-16CCM 6 of the Comprehensive Plan. * * * * * * Section 26. That Appendix C, Downtown District and Development Standards, Division 2, Regulating Plan, Community Development Code, be amended to read as follows: * * * * * * Section C-202. – Character district regulating plan. Standards and regulations in Appendix C, Division 3 related to land use and parking, development density and intensity, and building height within the Downtown District apply to properties falling within one of five character districts illustrated in Figure 1. Character Districts. A. Downtown Core Character District. The Downtown Core Character District is intended for high intensity mixed-use, office, and residential development in building with active ground floor uses opening onto pedestrian-friendly streetscapes. Standards are designed to support a dense urban pattern of development with buildings facades aligned along public sidewalks and parking primarily located within buildings behind active uses and behind buildings. Properties adjacent to the Pinellas Trail are designed to provide pedestrian and bicycle connections to the trialtrail. * * * * * * 44 Ordinance No. 9758-24   Section 27. That Appendix C, Downtown District and Development Standards, Division 3, Character District Standards, Community Development Code, be amended to read as follows: * * * * * * Section C-303. – Permitted uses and parking. * * * * * * Table 2. Use and Off-Street Parking Use Downtown Core Old Bay South Gateway Prospect Lake Downtown Gateway Use Specific Criteria Minimum Off-Street Parking Spaces RESIDENTIAL USES Accessory Dwelling Unit BCP BCP BCP BCP BCP One accessory dwelling unit, which is subordinate and accessory to a principal permitted use is allowed provided that: 1. Title to the unit is vested in the ownership of the principal use. 2. The floor area of the unit does not exceed 25 percent of the floor area of the principal use. 3. The unit complies with the development standards established for the principal use. 4. The unit shall be constructed with a similar architectural style as the principal use. 1/unit Section 28. That Appendix C, Downtown District and Development Standards, Division 6, Building Design Standards, Community Development Code, be amended to read as follows: Section C-606. – Mechanical equipment. Outdoor mechanical, electrical, and communication equipment, including heating, air conditioning, and ventilation equipment; venting and vent terminals for commercial hoods; electric meters; mechanical penthouses; electrical and communication equipment, panels, and cabinets; satellite dishes; and similar features shall be located and designed to meet all of the following standards. * * * * * * B. Equipment Screening. * * * * * * 3. Elevator penthousesElevator equipment room or similar mechanical equipment enclosures shall be designed to complement the design of street-facing building façades and shall be clad on all sides in material used on street-facing façades. 45 Ordinance No. 9758-24   * * * * * * Section 29. That Appendix C, Downtown District and Development Standards, Division 8, Flexibility, Community Development Code, be amended to read as follows: * * * * * * Section C-803. – Flexibility provisions. Flexibility may be approved subject to the standards below. A. Character district standards – height transitions. 1. Flexibility in meeting required building step backs along street frontages in Section C- 302.B may be approved where the alternative design provides visual and specialspatial relief similar to a step back, a varied an interesting design, and the alternative treatment is integral to the building’s design and results in facades of equal or better quality than the standards would produce. * * * * * * Section 30. Amendments to the Community Development Code of the City of Clearwater (as originally adopted by Ordinance No. 6348-99 and subsequently amended) are hereby adopted to read as set forth in this Ordinance. Section 31. The City of Clearwater does hereby certify that the amendments contained herein, as well as the provisions of this Ordinance, are consistent with and in conformance with the City’s Comprehensive Plan. Section 32. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 33. Notice of the proposed enactment of this Ordinance has been properly advertised in a newspaper of general circulation in accordance with applicable law. Section 34. This ordinance shall take effect immediately upon adoption. 46 Ordinance No. 9758-24   PASSED ON FIRST READING ____________________________ PASSED ON SECOND AND FINAL ____________________________ READING AND ADOPTED ____________________________ Bruce Rector Mayor Approved as to form: Attest: ____________________________ ____________________________ Matthew J. Mytych, Esq. Rosemarie Call, MPA, MMC Senior Assistant City Attorney City Clerk   PLANNING & DEVELOPMENT DEPARTMENT   COMMUNITY DEVELOPMENT BOARD STAFF REPORT    MEETING DATE: April 16, 2024  AGENDA ITEM: F.2  CASE: TA2024‐03001  ORDINANCE NO.: 9758‐24  REQUEST: Amendments to the Community Development Code to provide for  accessory dwelling units in certain residential zoning districts, to  provide additional standards for carwashes, to establish standards  for solar energy systems and density bonuses for the use of gray  water systems, to update mechanical screening requirements, to  remove outdated requirements related to concurrency, to update  standards  for  traffic  impact  studies,  to  require  a  notice  of  application  for  Level  II  cases  prior to the Development Review  Committee meeting, and various other formatting and editorial  clarifications.  INITIATED BY: City of Clearwater, Planning and Development Department    BACKGROUND    Proposed  Ordinance  No.  9758‐24  contains  numerous  staff‐initiated  amendments  to  the  Community  Development Code. Proposed amendments come from the city’s adoption of Clearwater 2045, the city’s new  Comprehensive Plan, including updating references to Clearwater 2045 that are now outdated; Greenprint  2.0,  the  city’s  sustainability  plan;  and  changes  to  state  statutes through  recent  legislation.  Additional  amendments to certain zoning districts add review criteria or bring consistency between all districts; add  Level Two applications to those that are noticed after an application is deemed complete; and other minor  amendments that clean up typographical errors within the code or update graphics to help provide additional  clarity.   The largest amendments are the establishment of accessory dwelling units as a newly permitted use within  certain  residential  zoning  districts  and  the  associated  development  standards  for  that  use.  Accessory  dwellings are currently permitted in certain nonresidential zoning districts, and this proposed amendment  will  add  the  word  “units”  to  make  the  use  consistent  throughout  the  code  and  will  add  additional  Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 2  development criteria for those accessory dwelling units within nonresidential zoning districts. The creation  of accessory dwelling units is supported by Clearwater 2045.  Amendments stemming from Greenprint 2.0 include the creation of standards for solar energy systems, i.e.  roof mounted solar photovoltaic (PV) panels. Additionally, this proposed addition is supported by Clearwater  2045.  Legislative amendments are based on requirements found in Senate Bill (SB) 64 (2021), An Act Relating to  Reclaimed Water; SB 250 (2023), An Act Related to Natural Emergencies; House Bill (HB) 1411 (2022), An Act  Relating to Floating Solar; and existing code language based on obsolete statutory requirements. Provisions  within SB 64 require that municipalities provide development bonuses for certain residential developments  that incorporate or implement graywater systems within the development. SB 250 extended the timeframe  for  which  temporary  emergency  housing  can  be  located  on  a  property  after  declaration  of  a  natural  emergency issued by the Governor. HB 1411 directs municipalities to promote the use of floating solar  facilities, which are proposed to be included with the solar energy systems section. Lastly, there are currently  provisions within the Community Development Code that detail a method for obtaining a certificate of  concurrency/capacity as it relates to public utilities prior to a development; however, the statutes do not  require this provision to occur, only that public utilities be available to serve a development prior to issuance  of a certificate of occupancy.  While not a directed change from Clearwater 2045, Greenprint 2.0, or legislative changes, amendments to  the noticing of applications results from discussions and feedback from staff and representatives of the  Clearwater Neighborhoods Coalition. The city currently sends a notice of application for Level I (Flexible  Standard Development) applications that have been deemed to be complete, and this proposed ordinance  adds Level II (Flexible Development) applications, once deemed to be complete, to this notice of application  requirement. This “advanced notice” of applications will allow for affected residents to be aware of projects  that will need to go before the Community Development Board in advance of the city’s current noticing  process. Those projects that go before the Community Development Board currently are noticed no later  than 10 days before the hearing, and this proposed change would provide an initial notice a minimum of six  weeks before that current notice is sent.  Remaining proposed amendments add additional review criteria related to car washes in the Commercial (C)  District, remove certain footnotes from certain zoning districts, bring consistency to the Residential Infill  Project use in certain zoning districts, update or remove outdated references, reformat certain use tables to  bring consistency between all use tables in the Community Development Code, and correct typographical  errors.  Additionally,  proposed  Ordinance  9758‐24  advertised  the  addition  of  electric  vehicle  (EV)  parking  requirements and updates to the city’s Mobility Management System. These were removed following the  Development Review Committee (DRC) Meeting on April 4, 2024. The proposed amendments relating to the  establishment of electric vehicle (EV) parking requirements were removed due to Senate Bill 1084 (2024)  preempting the regulation of electric vehicle charging stations to the state. Proposed amendments to the  Mobility Management System were removed as Pinellas County and Forward Pinellas are initiating a project  Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 3  to update that system and the Multimodal Impact Fee. Staff felt a more comprehensive amendment after  that project has completed would be more appropriate.  AMENDMENT PROPOSAL  Proposed Ordinance 9758‐24 contains numerous amendments throughout the Community Development  Code, which can be generally broken down into the following categories:  1. Accessory dwelling units, or ADUs, including the establishment as a use within certain zoning districts  along with development standards for such.  2. Sustainability initiatives, including standards for solar energy systems.  3. Legislative changes, including adding language related to temporary emergency housing timeframes, the  inclusion of residential density bonuses for the use of graywater  systems  in  certain  residential  developments, and the creation of floating solar standards. Also included with legislative changes is the  removal of standards for certificates of concurrency/capacity.  4. Application noticing, to add Level Two, Flexible Development (FLD) applications to the notices that are  sent to abutting property owners.  5. “Clean up” amendments, which generally include correcting typographical errors, updating references  to Clearwater 2045, removing outdated references, adding additional or removing review criteria as  needed, and adding certain new definitions and amending other certain definitions.  The proposed amendments are detailed further within the analysis section.   ANALYSIS    Accessory Dwelling Units [Pages 3 – 8, 12, 14, 17 – 18, and 21 – 23 of Ordinance]   Ordinance 9758‐24 proposes to add accessory dwelling unit, or ADU, as a permitted use to the Low Density  Residential (LDR), Low Medium Density Residential (LMDR), and Medium Density Residential (MDR) Districts  as a Level One, Flexible Standard Development (FLS) approval. In addition, accessory dwellings are currently  permitted in the Commercial (C), Tourist (T), Downtown (D), Office (O), Institutional (I), and Industrial,  Research, and Technology (IRT) Districts. This ordinance proposes to update the use name to “accessory  dwelling unit” consistent with the LDR, LMDR, and MDR Districts. In addition to establishing accessory  dwelling unit as a permitted use within the LDR, LMDR, and MDR zoning districts, flexibility criteria are being  created within those specific zoning districts. These flexibility criteria relate to unit size, setbacks, height,  parking, and design standards including architectural styles and the use of shipping containers. Only one  accessory dwelling unit will be permitted per property, and it will not count towards a property’s density. For  example, if a property’s size only permits it one dwelling unit, that property will be able to construct an  accessory dwelling unit should the flexibility criteria be able to be met.   Additional flexibility criteria are also being proposed for an accessory dwelling unit in the C, T, O, I, and IRT  Districts. These criteria stipulate that the accessory dwelling unit needs to comply with the development  standards established for the principal use and that the accessory dwelling unit must be constructed with a  Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 4  similar architectural style as the principal use. Like accessory dwelling units within the residential zoning  districts above, only one accessory dwelling unit is permitted per property.  The creation of accessory dwelling units as a permitted use will incrementally increase housing stock within  the city and has the potential for a property owner to earn additional income. To be able to construct an  accessory dwelling unit, the property owner must live within one of the units on the property. Additionally,  an accessory dwelling unit will not be permitted to operate as a short‐term rental, or a rental that is less than  30 days in length, within the LDR, LMDR, or MDR Districts. This is consistent with residential rental provisions  that currently exist within the city.  Sustainability Initiatives [Pages 27 – 28 and 38 of Ordinance]  This ordinance also proposes to include standards related to solar energy systems to further implement  Clearwater 2045, the city’s Comprehensive Plan, and Greenprint 2.0. Solar energy systems are being created  under Article 3, Development Standards, Division 2, Accessory Use/Structures to create standards for roof  mounted and floating solar systems.   Roof mounted systems can be located on pitched or flat roofs, and under both circumstances, the systems  must be installed in a horizontal configuration. For pitched roofs, the system must be parallel to and cannot  extend more than 12 inches above the roofline. For flat roofs, the system cannot exceed five feet in height  when at maximum tilt angle, which is approximately 25° in the city, and shall be set back from the edge of  the roof to minimize visibility from the street.   Floating solar energy systems were introduced, and required to be a permitted use, through HB 1411 (2022)  to promote the use of floating solar within the state. These systems tend to be constructed on larger inland  bodies of water, such as within quarries or reservoirs, where there is little to no wave action. These systems  could also be installed on smaller bodies of water such as stormwater ponds or lakes, and as such, staff is  including these systems within this proposed ordinance. Floating solar energy systems cannot exceed three  feet above the surface of the water, and a professional engineer must submit a statement that details that  the system will not cause degradation to the performance nor cause any negative impacts to the biological  community for which the system is to be located.  Legislative Changes [Pages 31 ‐ 32, and 34 – 37 of Ordinance]  This proposed ordinance also includes amendments based on legislative changes to the state statutes,  including the creation of development bonuses for residential uses that incorporate the use of graywater  systems, updating timeframes for temporary emergency housing, and the deletion of outdated standards  relating to certificates of concurrency/capacity.  Senate Bill 64 (2021) included provisions to promote the use of graywater technologies, as well as to help  conserve potable water usage, through the creation of density and intensity bonuses for residential uses.  There are two percentages of bonuses afforded to a developer: 25% or 35%. To achieve a 25% development  bonus, the developer of a proposed or existing development must have at least 75% of the units with a  Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 5  graywater system installed. To achieve the 35% development bonus, the development must have 100% of  the units with a graywater system installed.  To qualify for these bonuses, the development, either proposed or existing, must have at least 25 detached  units or attached units. The bonus for graywater systems can be applied on top of other density or intensity  bonuses the city provides that were in effect on July 1, 2021; however, the bonus cannot be applied to a  multifamily development over five stories in height.   Senate Bill 250 (2023) revised provisions related to temporary emergency housing after a natural disaster.  The bill stipulates that a municipality may not prohibit the placement of one temporary shelter on a property  for up to 36 months after the date an emergency is declared or until a certificate of occupancy is issued on  the permanent structure. Three circumstances must apply for the temporary emergency housing to be  placed on a property: a good faith effort to rebuild or renovate the structure is made; the temporary shelter  is connected to water and electric utilities and does not present a threat to health and human safety; and  the resident lives in the temporary structure.  Currently, the city incorporates by reference Pinellas County’s emergency  housing code  into the city’s  Community Development Code. Pinellas County is not amending this portion of their code at this time, and  to ensure that the city is in compliance with state statutes, a small addition is being made within the  Community Development Code to recognize the revised timeframe of up to 36 months.   Ordinance  9758‐24  also  proposes  to  remove  the  requirements  of  obtaining  a  certificate  of  concurrency/capacity. The city’s Community Development Code does not provide for a review process for  obtaining  a  certificate  of  concurrency/capacity,  and  state  statutes  do  not  require  such  a  certificate.  Concurrency requirements found in Section 163.3180 of the Florida Statutes state that “sanitary sewer, solid  waste, drainage, and potable water are the only public facilities and services subject to the concurrency  requirement on a statewide basis” [§163.3180(1)]. This section goes on further to state that sanitary sewer,  solid waste, drainage, adequate water supplies, and potable water facilities shall be in place and available  prior to serve a new development no later than the issuance of a certificate of occupancy by the local  government [§163.3180(2)].   During the site plan review process, city staff from Public Utilities and Public Works review any proposed  development and determine if a development would need to make improvements  to  the  utilities  infrastructure prior to being issued a certificate of occupancy, or if the current infrastructure can adequately  serve any new development. As there is no statutory requirement for a certificate of concurrency/capacity  to  be  issued,  staff  is  recommending  that  these  sections  of  Article  4,  Development  Review  and  Other  Procedures, Division 9, Concurrency and Mobility Management, be amended to remove references to the  certificate of concurrency/capacity sections.      Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 6  Notice of Application [Page 33 of Ordinance]  Ordinance 9758‐24 proposes to amend Section 4‐202, Applications for Development Approval, subsection C,  Determination of Completeness, to require that Level Two, Flexible Development (FLD) applications be  noticed after applications have been determined to be complete. Currently, only Level One, Flexible Standard  Development (FLS) cases are included in these notices of applications, and the Level Two cases are only  noticed prior to the Community Development Board hearing. While this is a small amendment, it will allow  those property owners and registered neighborhood associations within 200 feet of a subject property  advanced notice of a development approval that will be going before the Community Development Board.  This will allow those affected residents and neighborhood associations to be more involved during the review  process, as well as be involved earlier in the process.  Additional Amendments [Pages 4 – 35 and 37 – 40 of Ordinance]   The additional proposed amendments are considered to be clean up amendments and consist of correcting  typographical  errors,  updating  references  to  the  city’s  new  Comprehensive  Plan, Clearwater  2045,  re‐ formatting certain development tables, revising the Detached Dwellings and Residential Infill Project uses in  certain zoning districts, adding or amending certain flexibility criteria, and adding or amending definitions as  needed.  Minor amendments to the Residential Infill Project use are proposed in this Ordinance. Under the Low  Density Residential (LDR), Low Medium Density Residential (LMDR), Medium Density Residential (MDR),  Medium High Density Residential (MHDR), and High Density Residential (HDR) Districts, the Residential Infill  Project footnotes and footnote references are proposed to be deleted from Tables 2‐103, 2‐104, 2‐203, 2‐ 204, 2‐303, 2‐304, 2‐404, and 2‐504. The footnote provides additional flexibility without including additional  standards or parameters to achieve that flexibility. No other uses within the Community Development Code  provide a footnote with such flexibility so this proposed deletion will bring consistency throughout the  Community Development Code. Additional amendments to the Detached Dwellings and Residential Infill  Project uses propose to update to correct setback measurements found on the minimum standard diagram  for the district.  Proposed Ordinance 9758‐24 proposes to reformat the tables within the following zoning districts: C, T, and  O Districts. Proposed edits to these tables would move the Maximum Height column to appear after the  Minimum Setbacks columns. This proposed edit would bring consistency with the rest of the Development  Standards tables in the Community Development Code. The other proposed edits are to the Minimum Off‐ Street Parking standards and to separate out the “side/rear” setback column into two separate “side” and  “rear” columns, also to bring consistency with the remaining tables in the Community Development Code.  The off‐street parking standards would be amended, as applicable, to be in the “number of spaces/unit of  measure” standard, i.e. 5/1,000 SF GFA.  Proposed  amendments  related  to Clearwater  2045,  the  city’s  Comprehensive  Plan,  remove  outdated  references to obsolete portions of the comprehensive plan and update references to the city’s Coastal Storm  Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 7  Area policy and map. These proposed amendments include updating the reference to the policy and map  number  for  Section  2‐1101.1,  US  19  District,  the  definition  of “Coastal  Storm  Area”  in  Section  8‐102,  Definitions, and within Section B‐301.1, US 19 District and Development Standards. Additional amendments  to Section 3‐102.E remove references to obsolete maps or elements.  Within Section 2‐704, Commercial (C) District Flexible Development, two new criteria are proposed to be  added to subsection I, Limited Vehicle Service, that add language for a car wash as the existing language does  not adequately address design changes that have occurred in the car wash industry. Under Section 2‐1203,  Industrial, Research and Technology (IRT) District, Flexible Standard Development, subsection B, Airport is  being amended to remove references to the 1999 Airport Master Plan and to update to state the Airport  Master Plan as amended.  Other proposed amendments within Article 3, Development Standards, include revising the percentage for  accessory uses from ten percent of the gross floor area to 25 percent to be consistent with the percentage  for accessory structures; updating mechanical equipment screening standards to bring consistency with the  standards already adopted for the Downtown and US 19 Districts; updating certain fence graphics to bring  additional clarity to the application of fence standards; increasing the minimum size of sidewalks permitted  in front setbacks from 42 to 48 inches and allowing for the City Engineer to determine appropriate site  visibility site triangle distances; allowing for affordable housing density bonuses to be approved at a staff  level review; and exempting banners that are part of a city banner program, which is currently being  developed, from sign regulations.    Additionally, this proposed ordinance edits Article 4, Development Review and Other Procedures, Division 8,  Traffic Impact Study. Proposed amendments within Division 8, Traffic  Impact  Study  include:  adding  a  reference to Article 4, Division 9; clarifying when a traffic impact study is required; adding “a.m.” to peak  hours; and updating and adding traffic characteristics to be analyzed as part of a traffic impact study.  Section 8‐102, Definitions, is being updated to include definitions that relate to the new graywater systems  bonuses  and  solar  energy  systems,  along  with  a  definition  that was  contained  within  the  accessory  use/structures section. The new definitions are: blackwater; dog daycare; graywater; maximum tilt angle;  mechanical equipment; photovoltaic (PV) panel; racking equipment; shipping container; solar energy system;  solar energy system, floating; and solar energy system, roof mounted. Additionally, existing definitions are  proposed to be amended: dwelling, accessory to align with the newly created Accessory Dwelling Unit use;  nonresidentially zoned property to remove “Mixed Use (“MU”)” as this zoning district does not exist; and  retail sales and services to add dog daycare.          Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 8  CRITERIA FOR TEXT AMENDMENTS  CDC  Section  4‐601  sets  forth  the  procedures  and  criteria  for  reviewing  text  amendments.    All  text  amendments must comply with the following:  1. The proposed amendment is consistent with and furthers the goals, policies, and objectives of the  Comprehensive Plan.   Policy QP 5.2.8 Continue to evaluate that sufficient public facilities are available to support proposed  increased to density or intensity and require mitigation strategies if sufficient public facilities will not be  available.    Policy QP 5.4.1 Create a density bonus for residential development or redevelopment that utilizes  graywater systems within the CDC.    Policy QP 6.1.7 Support amendments to the CDC to enable greater housing diversity and affordability,  such as accessory dwelling units and other missing middle housing types.    Policy QP 6.1.10 Allow accessory dwelling units in all residential zoning districts and exempt them from  density  provisions  to  provide  additional  and  diverse  housing  options  integrated  into  existing  neighborhood. Such accessory dwelling units shall not be used for short‐term rental purposes.    Objective CCM 4.3 Continue to implement and evaluate Greenprint 2.0 to decrease energy consumption  and increase the city’s resiliency and sustainability.    Policy SS 1.4.5 Prior to issuance of a building permit, a design for potable water distribution system  improvements shall be prepared by the developer and approved by the city. The developer shall pay the  costs of any necessary improvements to the existing potable water distribution system to accommodate  the new development.    Policy SS 2.3.5 Prior to issuance of a building permit, a design for sewer system improvements if required  shall be prepared by the development and approved by the city. The developer shall pay the costs of any  necessary improvements to the existing  wastewater  collection  system to accommodate the new  development.    Policy  SS  4.4.2  Require  development  and  redevelopment  activities  to  comply  with  all  stormwater  management design standards and criteria.    Objective SS 5.3 Continue to provide solid waste collection service to residents and businesses within the  city.    Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 9  Goal PI 10 Continue to provide essential public facilities in a timely, efficient, and fiscally sound manner  through applicable codes, plans, or ordinances.    Objective PI 10.2 Coordinate policies of the Comprehensive Plan and CDC to address necessary public  facilities needed to support development or redevelopment prior to issuance of development orders.    Objective PI 10.4 Continue to administer the City of Clearwater Mobility Management System and  concurrency management for all other utilities and services.    The proposed additions of accessory dwelling units and providing density bonuses for graywater systems  are supported by Policies QP 5.4.1, 6.1.7, and 6.1.0, which will help to increase the housing stock and  diversity within the city and will meet statutory requirements for graywater incentives. Objective CCM  4.3 supports the expansion of the use of solar energy systems in the city. Policies SS 1.4.5, 2.3.5, and  4.4.2, along with Objectives SS 5.3, PI 10.2, and PI 10.4, and Goal PI 10 support the statutory concurrency  requirements for public  utilities. Minor amendments to the  Residential Infill Project use will bring  consistency between that use, the Detached Dwellings use, and the Minimum Standard Development  setbacks which will help simplify the development review process. Additional amendments are intended  to simplify or clarify development criteria while also correcting typographical errors, which will help  ensure the Community Development Code is interpreted and applied correctly. As such, the proposed  amendments within Ordinance 9758‐24 further the Comprehensive Plan through  the specific goal,  objectives, and policies referenced above.    2. The proposed amendments further the purposes of the Community Development Code (CDC) and  other City ordinances and actions designed to implement the Plan.  The proposed text amendment will further the purposes of the CDC in that it will be consistent with the  following purposes set forth in CDC Section 1‐103:   It is the purpose of this Development Code to implement the Comprehensive Plan of the city; to  promote the health, safety, general welfare and quality of life in the city; to guide the orderly growth  and development of the city; to establish rules of procedure for land development approvals; to  enhance the character of the city and the preservation of neighborhoods; and to enhance the quality  of life of all residents and property owners of the city (Section 1‐103.A., CDC).    It is the purpose of the Community Development Code to create value for the citizens of the City of  Clearwater by allowing property owners to enhance the value of their property through innovative  and creative redevelopment (Section 1‐103.B.1, CDC).    It is the further purpose of this Development Code to protect the character and the social and  economic stability of all parts of the city through the establishment of reasonable standards which  encourage the orderly and beneficial development of land within the city. (Section 1‐103.E.2, CDC)   It is the further purpose of this Development Code to establish permitted uses corresponding with  the purpose and character of the respective zoning districts and limit uses within each district to  those uses specifically authorized. (Section 1‐103.E.9, CDC)  Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 16, 2024  TA2024‐02001 – Page 10  The  proposed  amendments  in  this  Ordinance  will  further  the  above  referenced  purposes  of  the  Community  Development  Code  by  providing  for  more  appropriate  and  consistent  development  standards. Through the various topics covered by this Ordinance, the city is encouraging the continued  investment in properties while also allowing property owners to enhance the value of their property  through the creation of accessory dwelling units. The establishment of solar energy system standards  will allow for beneficial development of land within the city while also respecting the character of the  respective zoning districts where the systems are permitted. Additionally, amendments throughout this  Ordinance  propose  clarifications  to  establish  reasonable  standards  which  encourage  orderly  development that will enhance the character of the city. As such, proposed Ordinance No. 9758‐24  furthers the purposes in the CDC.    RECOMMENDATION  The Development Review Committee (DRC) reviewed the proposed text amendments to the Community  Development Code at the DRC meeting of April 4, 2024. The Planning and Development Department, having  reviewed the requirements of the Community Development Code, recommends APPROVAL of Ordinance  9758‐24.           Prepared by Planning and Development Department Staff:     ___________________________  Kyle Brotherton  Planner II    ATTACHMENTS: Ordinance No. 9758‐24                Resume  |1CITY OF CLEARWATERTA2024-03001 Ord. 9758-24City CouncilMay 16, 2024 |2CITY OF CLEARWATEROverview of OrdinanceAccessory Dwelling Units (ADUs)Statutory ChangesStaff Identified AmendmentsMinor Clerical Amendments 4CITY OF CLEARWATER|An Accessory Dwelling Unit (ADU) is a secondary living unit that has a separate kitchen, bathroom, and sleeping area, that exists within or on the same lot as a detached dwelling also known as a single-family home.What is an ADU? |4CITY OF CLEARWATERBenefits of ADUs•Missing Middle Housing•Aging in Place•Multigenerational Households•Affordable Housing•Income Generation 7CITY OF CLEARWATER|Proposed Changes•Zoning Districts•Low Density Residential (LDR)•Low Medium Density Residential (LMDR)•Medium Density Residential (MDR)•Downtown (D) (Reestablish) |6CITY OF CLEARWATERDevelopment Standards•Lot Size and Width•Setbacks•Height•Parking•ADU Size•Architectural Standards 7CITY OF CLEARWATER|Additional Information•One ADU per Parcel•Owner-Occupancy Requirement•Permitted through FLS (Administrative)•Short Term Rentals Prohibited |8CITY OF CLEARWATERDetached AttachedAttachedExample ADUs Legislative Changes•Density Bonuses for Graywater Systems•Temporary Emergency Housing•Certificates of Concurrency/Capacity•Floating SolarSource: solarpowersystems.org |10CITY OF CLEARWATERStaff Initiated Amendments•Solar Energy Systems•Notice of Applications•Car Wash Criteria•Affordable Housing Density Bonuses•Residential Infill Footnotes |11CITY OF CLEARWATERMinor Clerical Amendments)•Use Tables•Outdated References•Definitions |12CITY OF CLEARWATERCommunity OutreachOnline Webinar •April 2, 2024Community Open House•April 11, 2024 |13CITY OF CLEARWATERCriteria for Text Amendments•Consistent with Comprehensive Plan•Furthers Purposes of the Community Development Code |14CITY OF CLEARWATERTA2024-03001 Ord. 9758-24City CouncilMay 16, 2024 HOW DO YOU HANDLE A PROBLEM LIKE A DREW STREET? There is much talk about fixing Drew St. I think most people agree that it needs fixing. There are just different opinions, which is normal. I don't see why we can't come to agreements. Agreements take compromise, so we can't all have our own ways. But we can agree to agree on most things, and agree to disagree on some. And fix the problem along the way. I am not a city planner, nor involved in construction. I am speaking for myself and not at the behest of anyone else. I am an over 7 -year resident of Clearwater and want to see it only get better. I see hand -made signs along Drew saying to slow down because of children and pets, yet in the almost 8 years that I have lived here (a few blocks north of Drew), I have never seen children or pets playing along the street or even in the front yards of the houses there. I would hope that no parent would allow that ever. After noticing the sidewalks and how close they were to Drew in many places, I thought that maybe it would be possible to put some sort of raised edge on the sidewalks to create at least a small barrier between street and people. As an aside, regarding keeping children safe, I have seen young children (Jr. High age?) out on their bicycles in the dark with all dark clothing and no lights or reflectors on their bikes. There is no substitute for teaching children to be safe. Maybe we could have bicycle safety classes here. I have seen speeding on Drew, particularly along the golf course. This was mostly at night when traffic was very light:, but also when traffic was heavier. It doesn't help to have a speed limit sign going west on Drew from Page 1 1 Highland saying "40 mph" and then 40 feet later a sign saying "Road Narrows 35 mph" just before you go down along the golf course. (See attached photo.) 40 feet may seem like a long way, but it only takes a few seconds when driving. A friend of mine mentioned that we should put up speed trap cameras on Drew. I don't think that is a good idea. Somewhere that I lived, maybe in Portland, Oregon, those cameras were put up and the accidents increased. Something about seeing a flash or seeing the camera and people slamming on their brakes or some such. Yesterday, I did something unusual. I actually got in my car and drove down Drew from Duncan to Myrtle and looked with my own eyes. This is what I saw: From Duncan to around Glenwood, it appears that the road could be widened using existing easements to bring it up to code. Also, someone suggested the other day that a traffic light be put on Baker Street at the Arches. I think that is a wonderful idea! It is so dangerous trying to turn both right or left from Baker onto Drew. After Highland, Drew narrows when you get to the middle of the golf course. Couldn't the golf course give up a few feet to make it possible to expand Drew. After Betty Lane, the easement is huge all the way down to Missouri Ave. And then Drew and Missouri is a bad intersection. Missouri, of course, dead -ends at Drew, is very narrow, and the turn right onto Drew is very sharp. (Not to mention NE Cleveland is right there as well.) That intersection could be expanded and made to encourage traffic coming west on Drew to turn south on Missouri. Page 1 2 The easement is very wide until Martin Luther King Blvd, but MLK is not a big street. If it could be widened going south it could carry traffic down to Cleveland and Gulf to Bay. The problem after MLK is that Drew is narrow and the easement is small. If it could not be widened in any way, it could go to a 3 -lane from there west, as long as traffic was routed more efficiently down Missouri and MLK. These are just some ideas that could spark a larger discussion. To tear up Drew for the year(s) it would take to make all the improvements would put a horrendous strain on traffic at rush hours. And making it 3 lanes all the way from Duncan to Fort Harrison would really cramp rush hours as well. I hope some of my suggestions will spark a bigger discussion. And I am asking the council to vote No on going ahead with the 3 -lane plan at this time. Doug Jonsson 503-616-8926 May 15, 2024 Page 1 3 DREW STREET WIDENING west of Keene) Denise Resch 210 Orangewood Avenue Since 1989 I am speaking in favor of widening Drew Street, keeping it 4 east/west 40 mph lanes, and adding a center turn lane. Cost: Speed Limit: Bike Lane: Widening Drew Street has been discussed since the late 90's. When the widening was proposed in 1998, it would have cost the Jurisdictions a lot less than what it will today. I can only imagine what it will cost in future years or decades, as services and material costs continue to escalate. If reducing the number of east/west lanes turns out to be a bad decision, imagine what it will cost in the future to re -work and widen Drew Street. The time is now. 40 mph is an acceptable speed limit for a 4 or 5 lane State Road (SR 590) and County Road (CR 528), provided the road conditions are optimal. Cleveland Street use to be a busy 4 lane road that led to the heart of a full-fledged downtown. Over the decades, it has been downscaled and all of Cleveland is now a designated bike lane. Cleveland is very safe for biking because it dead -ends at Belcher Road to the east, and Garden Street to the west (where access is now blocked for downtown street dining and entertainment), so it's no longer an automobile throughway. Cross Walk: A manual push button cross walk is needed to get residents who live on the north side of Drew St. across the street onto Lake St. so they have safe passage to the Cleveland Street bike lane. Safety: My father was the County's Lead Public Works Engineer back in the day. He designed and oversaw the construction of many of the roads we drive on today. He notes two things that contribute to making a portion of Drew Street so dangerous. 1) the lanes are too narrow. 12' wide is the current standard, Drew Street's lanes are 9' wide. 2) the storm drains should be located between 2 streets, not at the corners. Right turning vehicles hit the corners of the square drain built into the rounded curb. Hitting the corner of a square drain can throw a vehicle into the adjacent occupied lane. These storm drains are experiencing impacts as is evident by the number of large chunks of cement missing from the storm drains west of Saturn. I believe that Drew Street is not safe mostly due to the volume of traffic. Reasons why Drew Street needs to remain at a minimum 4 lanes: Recent growth and development of the downtown corridor. Recent city development of the downtown waterfront. Addition of apartment complexes, retail shops and restaurants along Cleveland (which is not a through street). Marina was added at the east Pierce St. end of the Clearwater Causeway. Clearwater Beach has continued growth and its guests are interested in getting to downtown to dine and to enjoy the parks and entertainment at the waters edge of Drew St. Drew Street is the local's route to Seminole Boat Ramp. Seminole Boat Ramp has grown in number of launch ramps and doubled its number of vehicle and trailer parking. The area around Seminole Boat Ramp between Drew St. and Sunset Pt. Rd. has begun experiencing growth with the addition of new hotels and condominiums, and is prime real estate for development. The Sound recently opened with seating for 9,000+ people without the addition of a parking garage. } o 9:7c 6--farq Coy-4okoeG`S (koiosec rC-h, tall t`i-ie,fF,f U, Traffic Study: - I don't have access to the number of cars recorded that travel Drew un rt5 Street, but I do remember the sensors being placed on the Street, and I lko know that it was NOT during the peak winter months or during Spring Break weeks, and it was before the opening of The Sound. Turn Lane: Drew Street needs to be widened to include a center turn lane. It is very rare to have an opening in both directions in which to make -a -break -for - it when turning left. State Rd. 590 - Drew Street is actually a State Road and a County Road that connects County Rd. 528 about 4 miles of businesses on the east, to about 2 miles of businesses on the west. There is only about a mile of road where there are single family residences on both sides of the road (+1- 8 blocks). Drew Street was never meant to be a residential neighborhood street, in the same way that Cleveland Street was meant to be. Commissioners - The few residents along Drew Street that don't want road widening to impede on to their property are not best equipped to make a recommendation to the State and County. Only you know what development is slated for the downtown corridor and Clearwater's waterfront. You know how many large apartment complex and high-rise condominium permits are being sought after for the corridor between Gulf -to -Bay Blvd. and Sunset Point Rd., west of Keene in the Cleveland Street area. YOU must decide wisely. I urge you to widen Drew Street west of Keene as intended in the 90's and revisited in the decades past, as I remind you of a 2018 City Council article where you were quoted as calling Drew Street "the most dangerous road". Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ATA2024-03002 Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 7.2 SUBJECT/RECOMMENDATION: Approve the annexation, initial Future Land Use Map designations of Residential Low (RL) and Preservation (P) and initial Zoning Atlas designations of Low Density Residential (LDR) and Preservation (P) Districts for 1239 Brookside Drive together with the abutting right-of-way of Beverly Circle North and pass Ordinances 9759-24, 9760-24, and 9761-24 on first reading. (ATA2024-03002) SUMMARY: The Planning and Development Department is executing an Agreement to Annex (ATA) that was signed on January 5, 2023, at the request of the property owner. Execution of this ATA will result in the annexation of a 0.255-acre property consisting of one parcel of land occupied by a detached dwelling. The property is located on the northeast corner of Brookside Drive and Beverly Circle North. The property was recently developed with a detached dwelling under Pinellas County’s jurisdiction and has been issued a Certificate of Occupancy. The Development Review Committee is proposing that the 0.08-acres of abutting Beverly Circle North right-of-way not currently within city limits also be annexed. The property is contiguous to existing city boundaries to the south and west. It is proposed that the property be assigned Future Land Use Map designations of Residential Low (RL) and Preservation (P) and Zoning Atlas designations of Low Density Residential (LDR) and Preservation (P). The Planning and Development Department determined that the proposed annexation is consistent with the provisions of Community Development Code Section 4-604.E as follows: ·The property currently receives water, sanitary sewer, and solid waste service from the city. The required sewer impact fee has been paid in full and the property was connected to the city’s closest sanitary sewer line located in the adjacent Brookside Drive right-of-way at the time of construction. The property is located within Police District II and service will be administered through the district headquarters located at 645 Pierce Street. Fire and emergency medical services will be provided to this property by Station #47 located at 1460 Lakeview Road. The city has adequate capacity to serve this property with police, fire and EMS service. The proposed annexation will not have an adverse effect on public services and their levels of service; and ·The proposed annexation is consistent with and promotes the following objective and policy of the Clearwater Comprehensive Plan: Objective PI 9.1 Continue to work with Pinellas County in the orderly annexation of the city’s existing enclaves. Policy PI 9.1.9 Invoke agreements to annex where properties located within enclaves meet the contiguity requirements of Chapter 171, F.S. ·The proposed Residential Low (RL) and Preservation (P) Future Land Use Map categories are consistent with the current Countywide Plan designation of the property. The proposed RL designation primarily permits residential uses at a density of 5 units per acre. The P designation is proposed to be applied to continue to recognize the watershed on the property. The proposed zoning districts to be assigned to the property are the Low Density Residential (LDR) and Preservation (P) Districts. The use Page 1 City of Clearwater Printed on 5/14/2024 File Number: ATA2024-03002 of the subject property is consistent with the uses allowed in the districts and the property exceeds the district’s minimum dimensional requirements. The proposed annexation is therefore consistent with the Countywide Plan and the city’s Comprehensive Plan and Community Development Code; and ·The property proposed for annexation is contiguous to existing city boundaries to the south and west; therefore, the annexation is consistent with Florida Statutes Chapter 171.044. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: This annexation petition supports the Deliver Effective and Efficient Services by Optimizing City Assets and Resources goal of the city’s Strategic Plan by reducing enclaves and delivering city services to properties within the city’s service boundary. This petition also supports Ensure Exceptional Communities and Neighborhoods Where Everyone Can Thrive goal by better unifying neighborhoods and reducing issues with multiple jurisdictions. Page 2 City of Clearwater Printed on 5/14/2024 Ordinance No. 9759-24 ORDINANCE NO. 9759-24 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTY LOCATED ON THE NORTHEAST CORNER OF BROOKSIDE DRIVE AND BEVERLY CIRCLE NORTH, WHOSE POST OFFICE ADDRESS IS 1239 BROOKSIDE DRIVE, CLEARWATER, FLORIDA 33764, TOGETHER WITH CERTAIN ABUTTING RIGHT-OF-WAY OF BEVERLY CIRCLE NORTH, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of the real property described herein and depicted on the map attached hereto as Exhibit “B” has petitioned the City of Clearwater to annex the property into the City through an Agreement to Annex and pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described property is hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: See attached Exhibit “A” for Legal Description. (ATA2024-03002) The map attached as Exhibit “B” is hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Community Development Coordinator are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. Ordinance No. 9759-24 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Bruce Rector Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” LEGAL DESCRIPTIONS ATA2024-03002 ========================================================================================= Lot 8, Block D, Replat of Meadow Creek Subdivision First, according to the plat thereof as recorded in Plat Book 41, Page 23, Public Records of Pinellas County, Florida. Together with: Abutting Southerly 25 ft Right-of-Way of Beverly Cir N. Parcel ID No.: 24 - 29 - 15 - 56538 - 004 - 0080 Exhibit “B” PROPOSED ANNEXATION Owner(s): Henry McCullough Case: ATA2024-03002 Site: 1239 Brookside Drive Property Size(Acres): ROW (Acres): 0.255 0.08 Land Use Zoning PIN: 24-29-15-56538-004-0080 From: Residential Low (RL), Preservation (P) Atlas Page: 308A To: Residential Low (RL), Preservation (P) R-3 Single Family Residential Low Density Residential (LDR), Preservation (P) Ordinance No. 9760-24 ORDINANCE NO. 9760-24 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTY LOCATED ON THE NORTHEAST CORNER OF BROOKSIDE DRIVE AND BEVERLY CIRCLE NORTH, WHOSE POST OFFICE ADDRESS IS 1239 BROOKSIDE DRIVE, CLEARWATER, FLORIDA 33764, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL LOW (RL) AND PRESERVATION (P); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use Element of the Comprehensive Plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The Future Land Use Element of the Comprehensive Plan of the City of Clearwater is amended by designating the land use categories for the hereinafter described property, upon annexation into the City of Clearwater, as follows: Property Land Use Categories See attached Exhibit “A” for Legal Description. Residential Low (RL), Preservation (P) (ATA2024-03002) The map attached as Exhibit “B” is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9759-24. Ordinance No. 9760-24 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Bruce Rector Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” LEGAL DESCRIPTIONS ATA2024-03002 ========================================================================================= Lot 8, Block D, Replat of Meadow Creek Subdivision First, according to the plat thereof as recorded in Plat Book 41, Page 23, Public Records of Pinellas County, Florida. Together with: Abutting Southerly 25 ft Right-of-Way of Beverly Cir N. Parcel ID No.: 24 - 29 - 15 - 56538 - 004 - 0080 Exhibit “B” PROPOSED FUTURE LAND USE MAP Owner(s): Henry McCullough Case: ATA2024-03002 Site: 1239 Brookside Drive Property Size(Acres): ROW (Acres): 0.255 0.08 Land Use Zoning PIN: 24-29-15-56538-004-0080 From: Residential Low (RL), Preservation (P) Atlas Page: 308A To: Residential Low (RL), Preservation (P) R-3 Single Family Residential Low Density Residential (LDR), Preservation (P) Ordinance No. 9761-24 ORDINANCE NO. 9761-24 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTY LOCATED ON THE NORTHEAST CORNER OF BROOKSIDE DRIVE AND BEVERLY CIRCLE NORTH, WHOSE POST OFFICE ADDRESS IS 1239 BROOKSIDE DRIVE, CLEARWATER, FLORIDA 33764, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW DENSITY RESIDENTIAL (LDR) AND PRESERVATION (P); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of zoning classifications as set forth in this ordinance are found to be reasonable, proper and appropriate, and are consistent with the City's Comprehensive Plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described property located in Pinellas County, Florida, is hereby zoned as indicated upon annexation into the City of Clearwater, and the Zoning Atlas of the City is amended, as follows: The map attached as Exhibit “B” is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9759-24. Property Zoning District See attached Exhibit “A” for Legal Description. Low Density Residential (LDR), Preservation (P) (ATA2024-03002) Ordinance No. 9761-24 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Bruce Rector Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” LEGAL DESCRIPTIONS ATA2024-03002 ========================================================================================= Lot 8, Block D, Replat of Meadow Creek Subdivision First, according to the plat thereof as recorded in Plat Book 41, Page 23, Public Records of Pinellas County, Florida. Together with: Abutting Southerly 25 ft Right-of-Way of Beverly Cir N. Parcel ID No.: 24 - 29 - 15 - 56538 - 004 - 0080 Exhibit “B” PROPOSED ZONING MAP Owner(s): Henry McCullough Case: ATA2024-03002 Site: 1239 Brookside Drive Property Size(Acres): ROW (Acres): 0.255 Land Use Zoning PIN: 24-29-15-56538-004-0080 From: Residential Low (RL), Preservation (P) R-3 Single Family Residential Atlas Page: 308A To: Residential Low (RL), Preservation (P) Low Density Residential (LDR), Preservation (P) LOCATION MAP Owner(s): Henry McCullough Case: ATA2024-03002 Site: 1239 Brookside Drive Property Size(Acres): ROW (Acres): 0.255 Land Use Zoning PIN: 24-29-15-56538-004-0080 From: Residential Low (RL), Preservation (P) Atlas Page: 308A To: Residential Low (RL), Preservation (P) R-3 Single FamilyResidential Low Density Residential (LDR), Preservation (P) AERIAL PHOTOGRAPH Owner(s): Henry McCullough Case: ATA2024-03002 Site: 1239 Brookside Drive Property Size(Acres): ROW (Acres): 0.255 0.08 Land Use Zoning PIN: 24-29-15-56538-004-0080 From: Residential Low (RL), Preservation (P) Atlas Page: 308A To: Residential Low (RL), Preservation (P) R-3 Single FamilyResidential Low Density Residential (LDR), Preservation (P) EXISTING SURROUNDING USES MAP Owner(s): Henry McCullough Case: ATA2024-03002 Site: 1239 Brookside Drive Property Size(Acres): ROW (Acres): 0.255 0.08 Land Use Zoning PIN: 24-29-15-56538-004-0080 From: Residential Low (RL), Preservation (P) Atlas Page: 308A To: Residential Low (RL), Preservation (P) R-3 Single Family Residential Low Density Residential (LDR), Preservation (P) Detached Dwellings Detached Dwellings ATA2024-03002 Henry McCullough 1239 Brookside Drive View looking east at subject property on Brookside Drive South of the subject property North of the subject property Across the street, to the west of the subject property View looking northerly along Brookside Drive View looking southerly along Brookside Drive Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: DVA2022-06001A Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 7.3 SUBJECT/RECOMMENDATION: Approve the First Amendment to Development Agreement between the City of Clearwater and Gotham Property Acquisitions, LLC and The DeNunzio Group pursuant to Community Development Code Section 4-606; adopt Resolution 24-09, and authorize the appropriate officials to execute same. (DVA2022-06001A) SUMMARY: The properties subject to this first amendment to the Development Agreement include a portion of the former City Hall site located at the northwest corner South Osceola Avenue and Pierce Street (112 South Osceola Avenue) and a portion of the former Harborview site located north of Cleveland Street (50 North Osceola Avenue). The properties are located within the Central Business District (CBD) future land use category, the Downtown (D) District and the Downtown Core Character District of the Clearwater Downtown Redevelopment Plan. The proposed first amendment to the Development Agreement between the City and the Developer (i.e., Gotham Property Acquisitions, LLC and The DeNunzio Group, LLC) includes a total of 12 amendment and includes the following main provisions: ·Incorporates new concept plan for City Hall with 400 units and 12,400 square feet of commercial space at a height of 295 feet and 440 parking spaces. Proposal requires request of 211 units from the Public Amenities Incentive Pool ·Allows 50% of City Hall site parking to be located above ground but not visible from Osceola Avenue ·Removes provisions relating to the construction and funding of the pedestrian bridge ·Provides for a Purchase Price of $3.5 million for City Hall ·Extends Substantial Completion Date to December 31, 2028 ·Provides for liquidated damages of $1,000,000 if not substantially complete by December 31, 2028 ·Provide CRA Incentive of $2,250,000 at Substantial Completion ·Provides CRA Incentive of $1,000,000 if closing occurs by March 1, 2026 ·Provides up to six two-month closing extensions but requires developer to pay the City $200,000 for each such extension The proposal is in compliance with the standards for Development Agreements contained in Section 4-606, is consistent with the city’s Comprehensive Plan and Community Development Code, and furthers the vision of Downtown redevelopment as set forth in Clearwater Downtown Redevelopment Plan, as determined by the Planning and Development Department. The Community Development Board reviewed this first amendment to the Development Agreement at its public hearing on April 16, 2024 and unanimously recommended approval with the following revision to Section 4.12. Section 4.12. Parking. The Project shall include a minimum of four hundred forty 440 parking spaces at the City Hall Site (or a ratio of 1.1:1 parking spaces, whichever is greater). The Harborview Site shall include the Code required parking which is anticipated to be one hundred nineteen (119) parking spaces at the former Harborview Site plus an additional fifty (50) spaces for the benefit of Page 1 City of Clearwater Printed on 5/14/2024 File Number: DVA2022-06001A the City at the Harborview Site for a total of one hundred sixty nine (169) spaces all as shown on the Concept Plan. These City Hall Site parking spaces shall be within a parking garage that shall be constructed to include approximately 50% of the spaces above ground and 50% subterranean spaces. The above ground spaces shall be designed so that they are not visible from Osceola Avenue, but may be visible from Coachman Park. The parking garage shall be constructed to include approximately 50% of the spaces above ground and 50% subterranean spaces. The above ground spaces shall be designed so that they are not be visible from Osceola Avenue, but may be visible from Coachman Park. The Harborview Site shall include Code required parking spaces which include a minimum of one hundred nineteen (119) parking spaces for the former Harborview Site plus an additional fifty (50) spaces for the benefit of the City at the Harborview Site for a total of one hundred sixty-nine (169) spaces. The Harborview Site parking garage will be subterranean. This proposed amendment has been incorporated into the Agreement. APPROPRIATION CODE AND AMOUNT: Funding for the CRA incentives has been previously approved by the CRA Trustees. The City parking contribution of $22 million included in the original development agreement will be funded from Parking System Fund reserves at closing. STRATEGIC PRIORITY: This project involves a public-private partnership focused on creating an active edge along Coachman Park that will bridge the waterfront to Downtown. The amendment implements Economic and Housing Opportunity Objectives 2.1 and 2.3 which focus on strengthening public-private initiatives that attract, develop, and retain diversified business sectors and promoting Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events. Additionally, this key redevelopment project implements the Community Well-Being Objective 3.2 of preserving community livability through responsible development standards, proactive code compliance, and targeted revitalization. Page 2 City of Clearwater Printed on 5/14/2024 PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: April 16, 2024 AGENDA ITEM: G.1 CASE: DVA2022-06001A REQUEST: First Amendment to the Development Agreement between the City of Clearwater and Gotham Property Acquisitions, LLC and The DeNunzio Group, LLC originally approved on August 4, 2022 (Resolution No. 22-15). This amendment proposes a reduction in the number of dwelling units and commercial floor area proposed on the southerly development parcel (former City Hall site, 112 Osceola Avenue), as well as other revisions related to the Fourth Amendment to the Purchase and Sales Agreement for the property. No changes are proposed to the development approved for the northerly development parcel (former Harborview site) (Community Development Code Section 4-606). GENERAL DATA: Agent ............................... Katherine E. Cole, Hill Ward Henderson Developer......................... Gotham Property Acquisitions, LLC and The DeNunzio Group, LLC Owner .............................. City of Clearwater Location........................... Northerly Development Parcel – 50 North Osceola Avenue, located on the west side of North Osceola Avenue Southerly Development Parcel – 112 South Osceola Avenue, located on the northwest corner of South Osceola Avenue and Pierce Street Access to Northerly Development Parcel – a 0.40 portion of the publicly owned parcel abutting the Northerly Development Parcel to the north Property Size ................... Northerly Development Parcel – 1.348 acres Southerly Development Parcel – 2.600 acres Future Land Use ............. Central Business District (CBD) Zoning ............................. Downtown (D) District, Downtown Core Character District Surrounding Zoning ........ Downtown (D) District Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 2 BACKGROUND The redevelopment of the former Harborview Center and City Hall sites in Downtown Clearwater has long been planned for and was first addressed in the 2004 Clearwater Downtown Redevelopment Plan (Downtown Plan). The importance and value of these development parcels were further defined in the 2017 Imagine Clearwater Downtown Waterfront Vision Plan which identified the most appropriate uses for the sites to activate the Downtown and waterfront. The updated Clearwater Downtown Redevelopment Plan (2018) integrated key concepts of Imagine Clearwater into Plan objectives, the Downtown Core Character District provisions, and capital improvements and policy implementation projects. In May 2022, the Community Redevelopment Agency issued a call for Development Concepts (No. 28- 22) for these two city-owned bluff sites which are located in the Downtown Core Character District of the Downtown Plan and the Downtown zoning district. On August 4, 2022, City Council unanimously voted to enter into a Development Agreement with Gotham Property Acquisitions, LLC and The DeNunzio Group, LLC to redevelop the sites with a mix of uses including overnight accommodation, food and beverage uses, retail, residential, event space, and cultural uses. The Northerly Development Parcel is situated at 50 North Osceola Avenue and includes a portion of the parcel previously occupied by the Harborview Center Site. The Southerly Development Parcel, located at 112 South Osceola Avenue, is a portion of the parcel occupied by the former Clearwater City Hall. While not part of the property being sold for redevelopment, a 0.4-acre portion of the publicly owned parcel abutting the Northerly Development Parcel to the north is included as the property will provide joint access to both the surface parking lot for the Clearwater Main Library and the Northerly Development Parcel. The Development Agreement approved a 158-unit hotel, 157 feet in height with 21,000 square feet of commercial uses on the Harborview site and up to 600 residential units (with a minimum of 500), 289 feet in height and 40,000 square feet of commercial space for the City Hall site. Key points of the agreement require 169 underground parking spaces on the Harborview Site, of which 119 will be reserved for the hotel and 50 will be for public use, and 600 underground parking spaces on the City Hall site. Certain sustainability measures are required, as well as limitations on amplified music and the obligation for public access through the properties. There are also provisions related to financial contributions from the City and the CRA as well as conditions relating to closing on the sale of the properties, and timeframes for constructing the projects. Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 3 Since the agreement was approved, a combination of factors including rapidly increasing interest rates, skyrocketing insurance premiums after Hurricane Ian, escalating construction costs, and the findings of a geotechnical report necessitated changes in the proposed development for the City Hall property. DEVELOPMENT PROPOSAL The proposed first amendment to the Development Agreement focuses on revisions to the development project proposed on the 2.60-acre portion of the former City Hall site (Southerly Development Parcel). No changes are proposed to the hotel and commercial development proposal for the Harborview site, which has already received site plan approval. Proposed changes to the former City Hall site will reduce the number of apartments from 600 to 400 units. This reduction will result in a density of 153 units per acre instead of the approved 253 units per acre, where 75 units per acre is permitted. At the time of site plan approval, a Flexible Development application will be required to request an allocation of 211 units from the Public Amenities Incentive Pool to reach the proposed density. Such request will be reviewed and decided by the Community Development Board. The total amount of commercial space for this parcel will not exceed 12,400 square feet resulting in a site FAR of 0.027 where 4.0 is permitted. The original design included a maximum of 40,000 square feet for a FAR of 0.35, however, it should be noted this figure included approximately 25,000 square feet of commercial space and the remainder could be considered space accessory to the apartments. The Code provisions in effect at the time the original Development Agreement was approved (August 2022) will continue to govern the project. Conceptual Site Plan for the City Hall Site (Source: Behar Peteranecz) The site is a corner lot with frontage along South Osceola Avenue and Pierce Street. The configuration of the proposed revised building footprint is generally consistent with what was approved in the original development, except along the western property line. The north portion of the building continues to be located closest to South Osceola Avenue while the tower is set back to create a publicly accessible plaza that provides a buffer between the vehicular drop-off area and South Osceola Avenue. The area of the building closest to South Osceola Avenue continues to contain commercial space to attract activity to the site. A linear plaza is still proposed along the northern boundary of the site that will continue to connect to Coachman Park. A Duke Energy easement is located in this area and imposes limitations on the site as the easement cannot be altered or moved. In addition to creating a public plaza adjacent to Osceola Avenue south of the commercial space, the original design preserved two existing live oak trees at the southeast corner of the site. Since that approval, staff has verified that one of the trees has been damaged by lighting but the remaining healthy tree will continue to be saved. Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 4 Conceptual Renderings of Proposed Multifamily Apartments, Amenities and Commercial Space (Source: Behar Peteranecz) The original proposal included a code- compliant parking ratio of 1 space per unit or 600 parking spaces. All parking was designed to be subterranean. The proposed redesign will provide a total of 440 parking spaces or 1.1 space per unit and therefore will exceed parking requirements. Due to the findings of the geotechnical report placing all of the required parking underground is not financially feasible, therefore the proposed amendment specifies that 50% of the parking may be located above grade. Due to the decrease in density, the residential units are proposed to be located in a single tower 295 feet in height instead of in two towers 289 feet in height. The lobby, leasing area, and commercial uses will be located in the building podium and the project incorporates a significant amount of amenity space for residents on Level 2 of the building and on the roof. Amenities include a pool, outdoor terrace, walking paths on a portion of the green roof, and amenity space on the top floor (Level 29). South View from Pierce St (Source: Behar Peteranecz) The single tower has been located adjacent to Pierce Street to provide a significant view corridor through the site and to minimize impacts on the Water’s Edge condominium to the north. Changes in the parking garage design and the challenge of the Duke Energy easement have necessitated changes in the site’s interaction with the park and the elimination of the restaurant space adjacent to the park. The original concept plan devoted approximately one acre to publicly accessible space, however, this amount has been reduced due to these changes on the western side of the site. The design also provides a defined distinction between the pedestrian level base and the tower above. The building’s modern, coastal architectural design is created through the use of glass, stucco, and aluminum working together to balance reflection, transparency, and solidity. The design incorporates horizontal lines and clean materials to create the aesthetic of the tower. The building is defined by an Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 5 undulating and faceted façade and the tower incorporates projected balconies, material contrast, and shifting forms. The proposed change in project design will still create the needed active edge to Coachman Park and provide public access through the site to the park and Downtown while ensuring the scale of development does not overwhelm the park. The site and architectural design remain sensitive to the surrounding area and in particular to the high-rise mixed-use property adjacent to the north (Water’s Edge). Northeast View of Site (Source: Behar Peteranecz) East and West Elevations (Source: Behar Peteranecz) Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 6 The building will continue to be constructed to LEED Silver equivalent standards and includes a green roof area on the building podium north of the tower. According to the project narrative, the project will be designed to include Low Impact Development (LID) stormwater management systems as well as long-term bicycle parking. As required by the Development Agreement, at least 10% of the parking will continue to be EV-capable and at least 5% EV-installed or- EV-operational by final completion. DEVELOPMENT AGREEMENT This proposed amendment to the Development Agreement between the City, Gotham Acquisitions, LLC, and The DeNunzio Group, LLC sets forth public and private obligations for a project with an estimated total value upon completion of $375,000,000. As stated above, the proposed first amendment to the Development Agreement is necessitated by unforeseen changes in the costs to develop and insure the mixed-use development proposed on the former City Hall site. These changes not only impacted the project design but also the financial needs. The proposed amendment specifies changes to the City Hall project and development incentives, as well as fees to be paid by the developer if certain obligations are not met. The first amendment to the Development Agreement does not impact the duration of the agreement which is still 30 years from the date of the original approval and includes the following changes. • Revises the City Hall project to have 400 dwellings units in a single tower at a density of 153 units per acre and 12,400 square feet of commercial space (FAR 0.027) • Increases the minimum required parking ratio to 1.1 spaces per unit for a minimum of 440 parking spaces • Allows 50% of the parking spaces for the City Hall project to be located above-ground but not visible from Osceola Avenue • Clarifies the rate and schedule of impact fees in effect upon the date of execution of the original Development Agreement will apply to the City Hall and Harborview projects • Removes provisions relating to the construction and funding of the pedestrian bridge and reserves the right of the Buyers to request future CRA funding for the construction of such bridge/walkway • Reduces the purchase price for the City Hall Site to $3,450,000 • Provides for up to $2,250,000 in CRA funding at Substantial Completion, or upon commencement of construction provided closing occurs no later than March 1, 2026 • Provides an additional $1,000,000 in CRA funding as an incentive grant to be paid upon commencement of construction if closing occurs no later than March 1, 2026 • Provides for up to six (6) two-month closing extensions at a cost to the developer of $200,000 each • Establishes December 31, 2028, as the date of Substantial Completion, subject to extension of events of force majeure and governmental delay • Provides for liquidated damages to be paid by the developer in the amount of $1,000,000 if Substantial Completion is not achieved by December 31, 2028, subject to extensions for events of force majeure and governmental delay, which liquidated damages shall be secured, at the developer’s option by any of the following: cash collateral from the purchaser or a provision of payment of the same to the City from the contractor under the Construction Agreement • Provides that the City will be an additional insured in insurance policies for the City Hall and Harborview projects with the same insurance amounts as the purchaser Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 7 • Provides for indemnification of the City in an amount of up to a maximum amount of $500,000 for any legal challenges related to the first amendment of the Development Agreement Aerial View of Proposed Project (Source: Behar Peteranecz) CONSISTENCY WITH ADOPTED PLANS AND ORDINANCES Consistency with the Comprehensive Plan Pursuant to Community Development Code Section 4-606.F, City Council shall approve, approve with changes, approve with conditions, or disapprove Development Agreements based upon consistency with goals, policies, and objectives of the Comprehensive Plan. Further Code Section 4-606.I addresses changes to Development Agreements and requires that they be processed in the same manner as the original agreement. Upon review of the original Development Agreement, numerous goals, objectives, and policies of the Comprehensive Plan were identified that illustrated the agreement’s consistency with the Plan. Florida Statute 163.3233(1) generally requires that the City’s laws and policies in effect at the time the original Development Agreement was executed will govern throughout the agreement. While the City of Clearwater has recently adopted a new comprehensive plan, Clearwater 2045, this first amendment to the Development Agreement will be analyzed based on the plan in place in August 2022. The site has a future land use category of Central Business District (CBD) and is zoned Downtown (D). Table A-1 of the Comprehensive Plan states that the maximum density/intensity for the CBD category is as set forth in the approved Clearwater Downtown Redevelopment Plan (Downtown Plan). The subject site is in the Downtown Core Character District of the Downtown Plan which provides a density of 75 residential units per acre, and a FAR of 4.0. The Downtown Plan also established a Public Amenities Incentive Pool to overcome the numerous constraints affecting development and to provide an Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 8 opportunity for the private sector to gain additional development potential while assisting the public in achieving its redevelopment goals. The Pool currently has 1,964 residential units and 2,095,667 square feet of floor area available to be requested in conjunction with a site plan application reviewed by the Community Development Board. There are numerous goals, objectives, and policies in the Comprehensive Plan that support mixed-use, catalytic redevelopment projects of high-quality design such as those proposed. • Policy A.6.1.8: The City shall continue to support and implement approved community development area plans, such as the Clearwater Downtown Redevelopment Plan, Beach by Design and US 19 Corridor Redevelopment Plan. • Objective A.5.5: Promote high quality design standards that support Clearwater’s image and contribute to its identity. • Goal A6: The City of Clearwater shall utilize innovative and flexible planning and engineering practices, and urban design standards in order to protect historic resources, ensure neighborhood preservation, redevelop blighted areas, and encourage infill development. • Policy A.6.1.1: Redevelopment shall be encouraged, where appropriate, by providing development incentives such as density bonuses for significant lot consolidation; catalytic projects; workforce housing projects; “missing middle housing” projects; and vertically integrated, transit supportive mixed-use development, as well as the use of transfer of developments rights pursuant to approved special area plans and redevelopment plans. • Objective A.6.2: The City of Clearwater shall continue to support innovative planned development and mixed land use development techniques in order to promote infill development that is consistent and compatible with the surrounding environment. • Policy A.6.8.2: Encourage mixed-use development that includes a combination of compatible land uses having functional interrelationships and aesthetic features. Commercial and mixed-use buildings shall be sited to maximize pedestrian connections from the building to adjacent streets. Buildings should be sited and parking arranged to minimize the off-site impacts to residential areas. • Policy A.6.9.2: Support the construction or renovation of buildings consistent with US Green Building Council’s (USGBC) Leadership in Energy and Environmental Design (LEED) principles or the (FGBC) Florida Green Building Coalition’s Green Land development and building standards. The proposed first amendment to the Development Agreement supports the redevelopment of an identified key site that is currently vacant. The project will be catalytic not only due to its location on the bluff overlooking Coachman Park but also based on the mix of uses, the density and intensity of development proposed, and the estimated value of the project once constructed. The project also continues to provide a publicly accessible space that provides a connection between the private and public realms through to Coachman Park. Additionally, the project design supports a high level of pedestrian activity and minimizes the prominence of the car by locating half of the parking below grade and providing access in unobtrusive locations along Pierce Street that minimizes vehicular and pedestrian conflicts. Lastly, the projects will continue to be constructed consistent with LEED Silver equivalent standards and will incorporate LID stormwater systems. Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 9 Consistency with the Clearwater Downtown Redevelopment Plan The Clearwater Downtown Redevelopment Plan (Downtown Plan) is the official policy document governing Downtown Clearwater. The vision established by the Plan states that “Downtown Clearwater will thrive as the urban core and heart of the City, as the center of business and government, and as an attractive place to live, work, shop, and play. A revitalized Downtown will be achieved through quality urban design, the continued creation of a high-quality public realm, and a dense and livable pattern that will strengthen the overall health of the City.” The redevelopment of the City Hall site will contribute to that vision through the thoughtful and quality design proposed, the mix of uses, the density and intensity of the project, and the provision of publicly accessible spaces. Guiding principles of the Downtown Plan related to urban design, environment, and art are supported by this project. The Downtown Core District Vision focuses on this area as the historic urban center and heart of Clearwater and as such, should be characterized by a variety of uses and developed with the highest intensity of use in the City. The Core is envisioned to have a dense urban pattern to facilitate a walkable network, an entertainment destination with food and beverage uses, cultural events, etc. Because people are the heart of any thriving city, a strategy for the revitalization of the Downtown Core is to attract residential uses with a variety of housing types and prices so residents are in place to support the addition of retail, restaurant, and other uses. The proposed use and redesign continue to align with this vision. In addition to being consistent with the Plan Vision and the Downtown Core Vision, the proposed amendment to the Development Agreement will continue to implement numerous objectives and policies of the Plan including: • Objective 1B: Support the relocation of Clearwater City Hall to another location within Downtown Area Plan. Allowing the former City Hall site, which is in a prime waterfront location, to be utilized for mixed-use, high-rise development with residential and commercial ground floor uses. The location, placement and design of a new City Hall should reflect the building’s civic importance as a community-gathering place. • Objective 1C: Osceola Avenue should develop as an active street frontage. The pedestrian experience from Downtown to the waterfront will be active and engaging. • Objective 1F: Allow for a variety of residential densities and housing types to provide for a range of affordability and mix of incomes consistent with the Character Districts. • Objective 1G: Continue to utilize a variety of incentives to encourage the construction of new residential uses to locate in Downtown. • Objective 2B: Strengthen Cleveland Street, Osceola and Fort Harrison Avenues as local, pedestrian oriented streets. Identify other local streets to be reinvigorated with active ground floor uses. • Objective 3B: Create a civic gateway to the Downtown waterfront. Promote Osceola Avenue as the active edge to the expanded Coachman Park. • Policy 11: The CRA may consider reimbursement of impact fees and permit fees as an incentive for redevelopment projects that are consistent with this Plan. • Policy 18: The design of all projects in Downtown shall incorporate pedestrian-scale elements that create and maintain an inviting pedestrian environment. • Policy 19: The City shall maintain the Public Amenities Incentive Pool, established in 2004, that provides density and intensity increases for projects in excess of the allowable maximum development potential. The Pool is allotted based on a provision of selected public amenities. Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 10 • Policy 27: Prior to the disposition of City and/or CRA-owned properties, a determination shall be made regarding the most appropriate use consistent with this Plan and may require certain uses and site design requirements. • Downtown Core Policy 2: Redevelopment of all properties west of Osceola Avenue and south of Cleveland Street must consider natural features and be integrated into the Imagine Clearwater Master Plan. The proposed first amendment to the Development Agreement will still result in a transformative project on the former City Hall site that will activate the Downtown Core by providing a significant number of full- time residents which will put eyes on the park and knit Downtown to the waterfront. The inclusion of retail/food/beverage uses along the ground floor will also strengthen Osceola Avenue as a local pedestrian street, and the linear plaza will provide a desirable publicly accessible space that will connect to Coachman Park. As the project is in the Downtown Community Redevelopment Area, the Plan also supports the use of incentives to facilitate redevelopment including the use of the Public Amenities Incentive Pool and Tax Increment Financing (TIF) revenues to offset financial barriers to development. Consistency with the Community Development Code The Downtown Core Character District of the Downtown zoning district is intended for high-intensity mixed-use, office, and residential development in buildings with active ground floor uses opening onto pedestrian-friendly streetscapes. The development standards established are designed to support a dense urban pattern of development with building façades aligned along public sidewalks and parking primarily located within buildings behind active uses and behind buildings. The proposed development provides for high-density residential, mixed-uses, and active ground floor uses and parking is partially underground. The proposed development is consistent with the intent of the Downtown Core Character District. Figures 3, 4, and 5 of the Downtown District and Development Standards establish the permitted density and intensity of the Downtown Core as follows: Maximum FAR 4.0; Maximum Residential Density – 75 units per acre; and Maximum Hotel Density - 95 units per acre. Section C-301.A.2 allows for those maximums to be exceeded through the allocation of the Public Amenities Incentive Pool established in the Downtown Redevelopment Plan. The Plan entrusts this authority to the Community Development Board through the site plan review process and requires the inclusion of one or more of the eligible amenities listed or fees in lieu of certain improvements that provide a direct benefit to Downtown revitalization. At the time of site plan approval, a Flexible Development application requesting the allocation of 211 residential units will be required and decided upon by the Community Development Board consistent with the Code and Downtown Plan. The maximum height of the Downtown Core Character District is unlimited pursuant to Figure 8 of the Downtown District. While the height for the proposed development is required to be included in the Development Agreement, height is not a consideration of the Downtown Core Character District. The proposed amendment does not change the proposed uses for either site which will continue to include overnight accommodations, attached dwellings, commercial uses such as retail, food and beverage, cultural uses, and event space which are consistent with the uses allowed in Table 1 Use & Off- Street Parking. A total of 440 parking spaces will be provided for the proposed 400 attached dwellings on the City Hall site where 400 are required (1 space per unit). No parking is required by the Code for the Level III Development Agreement Application Planning & Development Department Revised Staff Report for City Council – May 16, 2024 DVA2022-06001A – Page 11 proposed commercial uses. The proposed use of the City Hall site and number of parking spaces are consistent with Table 1 of the Downtown District. Development within the Downtown District is further regulated by street types, as depicted in Figure 2 Regulating Plan – Street Types and Key Corners and frontage types established by Table 3 Frontages and Street Types. City Hall is a corner lot and is designated as Street Type B on South Osceola Avenue and Street Type C on Pierce Street. Storefront 1 frontage is also consistent with both street types. The Storefront 1 frontage type requires certain design treatments such as limited setbacks, large transparent windows, and no front parking to improve the pedestrian experience. The District also has site design standards that address access, circulation, and parking location, and building design standards that focus on complementary design requirements, façade articulation, and material requirements. A review of the conceptual site plans and elevations indicates the revised City Hall project is generally consistent with the applicable Downtown District and Design Standards, including areas of permitted flexibility specified in Section C-803. SUMMARY AND RECOMMENDATION The Development Review Committee reviewed the application and supporting materials on March 7, 2024. The Planning and Development Department recommends APPROVAL, and recommendation to the City Council, of the First Amendment to the Development Agreement between Gotham Properties Acquisitions, LLC and The DeNunzio Group, LLC, and the City of Clearwater for the sites located at 50 North Osceola Avenue and 112 South Osceola Avenue based on the following: 1. The proposed Development Agreement amendment complies with the standards and criteria of Community Development Code Section 4-606. 2. The proposed Development Agreement amendment is consistent with and furthers the goals, policies, and objectives of the Clearwater Comprehensive Plan. 3. The proposed Development Agreement amendment is consistent with the Clearwater Downtown Redevelopment Plan. 4. The conceptual development proposal associated with the Development Agreement amendment is generally consistent with the provisions of the Community Development Code. Prepared by Planning and Development Department Staff: ___________________________________ Gina L. Clayton, Planning and Development Director ATTACHMENTS: Resolution No. 24-09 Resolution No. 22-15 & Exhibits (include Development Agreement) Clearwater Bluff Sites City Hall Proposal Evaluation by HR & A Advisors, Inc. RESOLUTION NO. 24-09 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, APPROVING THE FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CLEARWATER, GOTHAM PROPERTY ACQUISITIONS, LLC, AND THE DENUNZIO GROUP, LLC; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater (the “City”), Gotham Property Acquisitions, LLC (“Gotham”), and the DeNunzio Group, LLC (“DeNunzio”) entered into that certain Development Agreement dated August 4, 2022, and recorded on August 17, 2022 in Book 22172, Page 916 of the Public Records of Pinellas County, Florida (the “Development Agreement”) for the development of a new hotel project at the Harborview Site and a new multi-family residential project at the Old City Hall Site; and WHEREAS, a combination of factors have impacted the feasibility of constructing the previously approved multi-family development, with associated amenities and commercial uses on the Old City Hall site; and WHEREAS, the City desires to amend the Development Agreement to address these issues so that the multi-family residential project can move forward, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The First Amendment to Development Agreement (the “Amendment”), a copy of which is attached as Exhibit “1” hereto, is hereby approved. Section 2. The City Clerk is directed to record the Amendment with the Clerk of the Circuit Court in Pinellas County no later than fourteen (14) days after the Amendment is executed. The applicant for the Amendment shall bear the expense of recording the agreement. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of , 2024. Bruce Rector Mayor Approved as to form: Attest: Matthew Mytych Rosemarie Call Assistant City Attorney City Clerk Resolution No. 24-09 Resolution No. 24-09 Exhibit “1” First Amendment to Development Agreement New York | Dallas | Los Angeles | Raleigh | Washington DC | Atlanta Memorandum To: David Margolis, B.C.S., City Attorney, City of Clearwater; Michael Delk, Assistant City Manager, City of Clearwater; and Jay Ravins, Finance Director, City of Clearwater From: HR&A Advisors, Inc. Date: October 10, 2023 Re: Clearwater Bluff Sites City Hall Proposal Evaluation Executive Summary Overview and Purpose At the request of the City of Clearwater, HR&A was tasked with reviewing the revised proposal from Gotham Property Acquisitions, LLC (Gotham) and The DeNunzio Group for the redevelopment of the City Hall Site in Downtown Clearwater, as submitted in April 2023, along four key lines: (a) Review Gotham’s revised plans, financial model, and financial assumptions to assess their accuracy in light of the site and current market conditions; (b) Based on that analysis, confirm or disconfirm the extent of the financial feasibility gap claimed by Gotham in that revised proposal; (c) Assess the economic and fiscal benefits that would be created by the project to provide a clear accounting of costs and benefits to the City of Clearwater; and (d) Outline considerations and recommendations around the City’s response to the revised proposal. HR&A reviewed materials that Gotham provided pertaining to their Original Proposal submission in July 2022, their Due Diligence Analysis, and their Revised Proposal with Reduced Purchase Price submitted in April 2023 and evaluated changes in the proposal’s programmatic and financial assumptions, economic and fiscal impacts, and overall financial offer. This memo provides a summary of our core findings. Background In response to the City’s Call for Development Concepts in June of 2022, Gotham’s initial proposal (the “Original Proposal”) offered a $15.4 million purchase price and proposed a two-tower concept that would deliver 600 residential units and 25,000 square feet of retail. This proposal was accepted by the City and formalized in a Development Agreement between the City, Gotham, and The DeNunzio Group that established a minimum threshold of 500 residential units and a purchase price of $15.4 million, among other terms. After undergoing a due diligence period as part of that development agreement, Gotham presented a Revised Proposal to the City Council in April of 2023, responding to changing real estate market conditions and tighter capital markets which were impacting the financial viability of the Original Proposal, noting that there was approximately an $80 million gap in project feasibility. The proposed modifications to the plan included changing the design from two towers to one, reducing the number of units from the minimum of 500 in the Development Agreement to 400, retaining the initial parking subsidy as noted in the development agreement and seeking an additional subsidy of $4 million, and proposing two approaches to altering and deferring payment to close the full financial gap. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 2 Key Findings HR&A reviewed Gotham’s financial models and conducted independent benchmarking exercises across a wide range of assumptions, including residential rents, insurance costs, operating expenses, property taxes, impact fees, cap rates, financial return metrics, and development costs. To support a review of construction costs, HR&A retained Dharam Consulting, a construction cost estimation consulting firm. Below, we highlight five key findings from our analysis, which are expanded upon in the body of this memo. 1. Based on HR&A's review of Gotham’s financial model, most real estate market assumptions employed are in alignment with market trends, industry standards, and prior transactions. Recognizing that there is complexity and nuance in real estate assumptions, HR&A found three items worth further discussion: a. Cap Rates.1 Gotham’s underwriting of cap rates is reasonable and reflective of current market conditions but could be seen as overly cautious, as the metric is meant to approximate valuation farther out in the future. The 5.25% cap rate assumption is justified in today’s market, but could compress in future years closer to the building’s sale, generating greater returns for Gotham, and decreasing the size of the overall financial gap. Based on HR&A’s research and understanding of the market, we do not believe that negotiating with Gotham on cap rate assumptions is likely to be seen as a source for closing the financial gap. b. Operating Expenses. Gotham’s operating expense assumptions were provided by a property management consulting firm with access to proprietary property management data. While Gotham’s operating expense estimates are higher than those that HR&A could evaluate with public data, it is assumed that Gotham’s vendor’s dataset is a more accurate source of information. Nonetheless, because the proprietary data was not provided to HR&A, it could not be reviewed in detail and verified for applicability to the project, and therefore our analysis is deemed inconclusive. c. Construction Cost Estimates. In its review of construction cost estimates, Dharam Consulting identified assumptions in Gotham’s estimate that are lower than they would estimate, including relatively low contingencies, suggesting a low level of risk tolerance in their estimates in this early design stage. Any increases to their construction cost estimates would possibly outweigh all savings produced by adjusting cap rates and operating expenses. These have since been reviewed with Gotham and their construction firm, both who stand by their working estimates, and Gotham has committed to stipulations that it would accept construction cost risk. 2. HR&A’s review of Gotham’s financial model and independent research into market conditions identified a financial gap of approximately $76.5 to $80.0 million under the Revised Proposal. Under the April 2023 Revised Proposal, Gotham stated a financial feasibility gap of approximately $80 million, identifying two alternatives with a series of potential approaches to fill the gap: a. Reduction of the building program to a single tower with 400 units that allows for reduced construction costs, shorter construction period, and faster lease up (reduction of $55.5 to $56.0 million); b. Maintaining the City’s parking contribution of $17 million, that would otherwise be reduced proportionally with the reduced program’s decrease in parking spaces ($4.8 million); c. One of the following approaches to land pricing and timing of payment: 1 A cap rate is the ratio of a property’s income over its cost or value, and is used to calculate the potential rate of return of a real estate investment. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 3 i. Reduction in the purchase price of the site from $15.4 million to $7.6 million (reduction of $7.8 million), to be repaid upon stabilization and no later than five years after closing (savings of $3.4 million); ii. Purchase money mortgage for full purchase price of $15.4 million, with no interest for 10 years; d. An additional City contribution ($4 million); e. An additional commitment from the development team to close the remaining gap, ranging from $500,000 to $4 million, depending upon (c)i or (c)ii. Based on HR&A’s review of financial assumptions, assuming variable assumptions on a cap rate given the discussion above, we believe a financial gap of approximately $76.5 to $80.0 million is substantiated. 3. The proposed reduction in apartment units is warranted given market dynamics. In addition to reducing construction costs and development timeline, reducing the number of units right-sizes the development to account for absorption of new residential units in the market. 400 units is on the larger end of residential projects in the surrounding market and, assuming the need to retain a one-tower development scheme, delivery of an even greater number of units at once brings risk of oversupply and slow absorption. 4. While fiscal impacts of the Revised Proposal are less than the Original Proposal given the reduction in scale, they remain net positive to the City. The table below summarizes the total value of payment of purchase price, total cost of subsidy, inclusive of parking, impact fees, an additional City contribution, and total fiscal impact. The purchase money mortgage structure introduces a risk of non- payment to City, which is discussed further on page 26 of this memo, and totals are therefore shown including and excluding the payment. Table 1: Financial Offer Comparison (In Present Value Terms in Year 2023) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Revised Proposal (April 2023 Model – Original Purchase Price) Purchase Price PV2 $14,515,977 $6,364,880 $10,801,250 Subsidy (10-Year PV)3 ($15,187,225) ($19,997,668) ($19,997,668) Fiscal Impact to City (30-Year PV) $37,432,739 $27,333,302 $27,333,302 Net Financial Impact to the City: Impact without Purchase Money Mortgage Payment (30-Year NPV) $22,245,513 $7,335,633 $7,335,633 Impact with Purchase Money Mortgage Payment (30-Year NPV) $36,761,490 $13,700,514 $18,136,883 2 Assuming a 3% discount rate and 3% inflation. 3 In reviewing areas of potential subsidy, the City's $1 million contribution to the pedestrian bridge was considered. As the project represents both a developer contribution and City capital contribution towards an offsite public improvement, HR&A has elected to exclude the City's cost as public subsidy, as it is not a direct contribution to the private development project. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 4 Together with the adjacent Harborview site, the development of the City Hall site is intended to activate Downtown Clearwater by generating new foot traffic and spending, including a new year-round population to Downtown, as well as new visitors and workers. The project also represents a scale and quality of development that Downtown has yet to see, and its presence creates a new market comparable by which other projects can follow. The development of both projects is more than the sum of their parts – collectively, they represent a seminal investment in Downtown Clearwater that builds upon the City’s investment in Coachman Park. In addition to fiscal impacts, the development of the old City Hall site will generate substantial economic development benefits for the city of Clearwater. The Revised Proposal will result in $12.1 million in total permanent economic impact, creating 85 permanent full-time-equivalent jobs across the region. The construction period will create 2,395 jobs during that time, with a total one-time impact of more than $322 million. 5. Building on a long-term coordinated plan to spur activity in Clearwater’s downtown, the redevelopment of the old City Hall site represents an important part of that effort, and therefore warrants further efforts by the City to explore if satisfactory terms can be reached with Gotham. HR&A recommends the City negotiate a counterproposal with Gotham to address three areas of risk: a. Financial Gap and Payment Timing: The City should work with Gotham to identify viable means to close the financial gap, with both sides considering measures. Both approaches proposed by Gotham involve a purchase money mortgage, which defers payment to the City for 5 and 10 years, respectively. Under these two approaches, the City would be upfronting all subsidies and receiving payment from Gotham up to 10 years later. In addition, the purchase money mortgage concept introduces the risk of non-payment if the developer were to default over the 10-year period and/or if there were more senior lenders before the City that Gotham needed to make whole. This risk needs to be properly mitigated, and HR&A details a variety of options on page 26 of this memo. b. Re-negotiation: To avoid the risk of project delay through subsequent rounds of negotiations, the City and Gotham should see the agreement reached as part of the negotiation of the Revised Proposal from Gotham as a best-and-final offer. The amended Development Agreement should clearly establish that Gotham will be responsible and absorb any real estate market, financial, and construction risks moving forward. This is particularly important in the case of construction costs, given that Dharam Consulting’s review suggested possibly low estimates and contingencies in current estimated being used by Gotham. Following discussions with Gotham, they have asserted confidence in their construction cost estimates and have agreed to absorb all construction cost risk. They have also agreed that once the due diligence period is over, they will not come back to the City for further negotiations or in request of further public subsidy. c. Project Completion: The City should seek to establish firm construction commencement and completion deadlines in the amended Development Agreement, particularly if Gotham does not pay the City for the purchase of the site upfront, to minimize the risk of Gotham “sitting” on a vacant site waiting for the market to turn, a situation where the City would have little to no recourse under current terms. Gotham has provided closing conditions it would agree to, including a completion guarantee, a guaranteed maximum price from a reputable general contractor, and full entitlements. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 5 Background and Introduction In May 2023, HR&A was hired to assist in the evaluation of a revised proposal from Gotham Property Acquisitions, LLC (Gotham) and The DeNunzio Group for the redevelopment of the City Hall Site in Downtown Clearwater. Over two decades, the City of Clearwater has sought various strategies to better leverage its waterfront and activate its downtown. HR&A has worked closely with the City over the years to reposition over 66 acres of Clearwater’s downtown waterfront. HR&A led the original Imagine Clearwater master plan, which identified opportunities for catalytic investment downtown, near Coachman Park, including three City-owned Bluff sites: a vacant lot, the City Hall Site, and the Harborview site. Subsequently, in 2018, HR&A conducted feasibility analyses for the three Bluff sites to inform the procurement of a development partner. An initial solicitation in 2019 failed to identify a suitable development team. In 2021, over 50 local and national developers were informally invited to submit conceptual ideas for redevelopment of the three Bluff sites. Only two responses were received, with concerns voiced over the riskiness of developing when the future of other nearby parcels is unknown. Finally, on June 9th, 2022, the City put forth a Call for Development Concepts specifically for the City Hall and Harborview Sites. The June 2022 Call for Development Concepts prompted 3 proposals. The proposal teams consisted of Chicago- based GSP Development; Elevate Clearwater, a collective of various developers; and The Bluffs, comprised of New York-based Gotham Property Acquisitions, LLC (Gotham) and local firm The DeNunzio Group. Of the three proposals, the Gotham-DeNunzio proposal offered the most multifamily rental units, while Elevate Clearwater had the most retail square footage. Both Elevate and Gotham-DeNunzio proposals offered a $15.4 million purchase price for the City Hall site, aligned with third-party appraisals the City had made available. In contrast, GSP offered roughly $3.5 million for both sites and was not seeking incentives for their proposed mixed- use development. Of note, Elevate Clearwater explicitly sought incentives and proposed using $5 million of City CRA funds to build parking. The Gotham-DeNunzio proposal did not mention specific CRA funding, but it did say they were interested in further discussion of how the development incentives mentioned in the RFP could be used by the project. The Gotham-DeNunzio proposal also included two towers on the City Hall Site, with planned green retail corridors and connectivity from Osceola Avenue to the park. After extensive discussion, City staff ranked the Gotham-DeNunzio proposal first and Elevate Clearwater second. The Clearwater City Council then decided to move forward with the Bluff proposal in June 2022. On August 4th, 2022, the City Council approved a 30-year Agreement between the City, Gotham, and The DeNunzio Group. This Development Agreement established a minimum number of 500 multifamily units, a purchase price of $15.4 million and a holding term. It also set the City contributions to include up to $2 million for a pedestrian bridge, all development fees, and $22 million to cover the cost of parking on both sites, with up to $17 million specifically for 600 spaces on the City Hall Site. The sale and development of these properties then went to a referendum, which asked: Shall the Clearwater City Charter be amended to allow the City, instead of selling the vacant City Hall and a portion of the former Harborview sites to the highest bidder at a public auction, to sell the properties to Gotham Property Acquisitions and The DeNunzio Group; who will create approximately 600 apartments and 158-key hotel, retail, entertainment, restaurants and cultural uses available to all Clearwater residents, as further described and limited by City Ordinance 9597-22?4 The referendum passed in November 2022 with support from more than 66% of residents. 4 “Downtown Bluffs Development Proposal and Nov. 8 Referendum,” City of Clearwater (November 2022). HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 6 On April 20, 2023, following months of exchanges with staff, Gotham presented a revised proposal to City Council for the City Hall Site, responding to changing real estate market conditions and tighter capital markets, which were impacting the financial viability of the original proposal. The modifications to the plan included changing the design from two towers to one, reducing the number of units from the minimum of 500 in the Development Agreement to 400, seeking additional subsidy of $4 million, and proposing two approaches to altering and deferring payment to further close a financial gap, which is further detailed on page 26 of this memo. In June 2023, HR&A was tasked with understanding the financial, economic, and fiscal implications of this revised development proposal for the City Hall Site to support the City in its decision-making. To evaluate the revised development proposal for the old City Hall site and recommend a path forward, HR&A conducted the following tasks: • HR&A reviewed materials provided by Gotham regarding the original and new program, including the Development Agreement. o This included architectural plans, hard cost estimates, operating expenses, and financial models for the 525-unit proposal and the latest 400-unit proposal. In addition, a geotechnical engineering report and updated market study conducted by Gensler were provided with materials for the 400-unit proposal. o General plans for the Harborview site were reviewed for context only – this memo is not meant to be an evaluation of the Harborview site proposal. • HR&A conducted independent research into the current market conditions to evaluate Gotham’s assumptions and model inputs. o HR&A engaged with Gotham and DeNunzio to understand their assumptions and changes. o HR&A also contracted with Dharam Consulting to perform a review of the construction costs from Gotham. Dharam Consulting reviewed estimates from Moss and Coastal, two construction companies from which Gotham solicited construction cost estimates, and produced a bottom-up estimate that was reconciled with Coastal and Gotham over two work sessions. o In addition, HR&A investigated comparable properties for information on common programs, rents, vacancies, and lease-up periods. • HR&A compared Gotham’s latest proposal to other publicly available transactions to understand the fairness of the proposed changes. • HR&A analyzed the economic and fiscal impacts and benefits of each proposal from Gotham. • HR&A identified areas of sensitivity and potential risk for the City in moving forward with Gotham’s latest proposal. Throughout this process, HR&A engaged with City staff, as well as directly with Gotham and the DeNunzio Group. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 7 Proposal Evaluation Summary of Proposals and Agreements HR&A reviewed materials that Gotham provided pertaining to their Original Proposal submission in July 2022, their Development Agreement from August 2022, the initial Due Diligence Analysis from January 2023, and their Revised Proposal from April 2023. The Revised Proposal has two versions – one with the original purchase price and one with the reduced purchase price. A timeline is shown below for reference. Table 2: Timeline for Development of the Clearwater Bluff Sites Timeline June 2022 The City puts out a Call for Development Concepts for the old City Hall & Harborview Sites. June 2022 Gotham-DeNunzio submitted its Original Proposal, suggesting Gotham build two multifamily towers with 600 apartments on the City Hall Site. August 2022 A Development Agreement was signed by the City & Gotham-DeNunzio. November 2022 Clearwater voters approved the sale of the Harborview & City Hall Sites December 2022 As part of its original due diligence period, Gotham solicits hard costs from two construction firms, Moss and Coastal, for a 525-unit, two tower project with a plinth and three levels of an underground parking garage. January 2023 Gotham contacted the City to inform them that the costs for the 525-unit project created a significant gap and requested additional time for due diligence to work on alternatives. The City granted that additional time through April 30th. March 2023 Gotham and the City met to discuss findings from Gotham’s pre-development planning work, reviewing options to close the identified gap including the reduction of units, modification of parking, and alternative funding options (including a purchase money mortgage). In addition, Gotham solicited revised construction hard cost estimates from Moss and Coastal for a 400-unit, single tower project. April 2023 Gotham presents a Revised Proposal to the City with 400 units, one level of underground parking, and a single tower. To move forward, Gotham presented two financial approaches involving a purchase money mortgage. To provide the City time to review options for closing the gap, the City Council approves the amendment for the contract extending due diligence through October 31st, May 2023 HR&A is retained to review Gotham’s Revised Proposal. Gotham began its due diligence period in November 2022, based on a 525-unit, two tower project. As the due diligence period continued, changing market conditions led Gotham to consider the 525-unit project infeasible, so they asked the City in January 2023 for additional time to investigate other options. This led to the creation of a single tower scenario of 400 units, which is documented in their April 2023 financial model, and was presented to the City in April 2023. As reported by Gotham, these changing market conditions included: • Hard costs increased significantly since the June 2022 proposal due to inflation and site specifics (a January 2023 geotechnical engineering report found that building more than one level of underground parking is extremely expensive and thus cost-prohibitive). • Operating insurance costs more than doubled, increasing overall operating expenses (excluding real estate taxes). • Rents decreased modestly across the Clearwater-Tampa-St. Petersburg region since Summer 2022. • Securing equity and debt has become more challenging. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 8 • Interest rates increased 350 basis points (bps) since July 2022, making the project more expensive to finance. Due to these trends, Gotham noted that they were not able to see the returns they and their investors wanted with the 525-unit, two tower project. With 525 units, Gotham was estimating a 4.5% Yield to Cost (YTC), as opposed to their desired YTC of 6% or even their July 2022 estimate of an acceptable 5.5% return.5 Gotham thus proposed a single tower, reducing construction by one year, and eliminating two levels of underground parking. Gotham also decreased the number of multifamily units proposed to 400, despite this being a departure from the requirements of the Development Agreement, which requires 500 to 600 units to be constructed at the site. The change helped address challenges related to the prohibitive cost of building more than one level of underground parking due to subsurface conditions. When inquired about the possibility of incorporating additional units within a single tower concept, Gotham expressed concerns with the ability of the market to absorb more than 400 units in a single leasing cycle, considering the Heron in Tampa had 419 units and had a long leasing period, as well as research from their consultant Gensler that recommended leasing cycles of no more than 250-300 units. Additionally, Gotham and DeNunzio claimed that height was a major discussion point in the November 2022 referendum and that decided to not exceed the height of the neighboring Water’s Edge in their one-tower concept.6 Table 3: Program Comparison Assumption Original Proposal (June 2022) Development Agreement (August 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Gross SF 998,000 SF - 1,080,097 SF 618,314 SF Retail SF 25,000SF Up to 40,000 SF 14,000 SF 15,900 SF Residential Units 600 units 500-600 units 525 units 400 units Parking Spaces 600 spaces Subsidy contribution is based on 600 spaces 548 spaces 440 spaces Underground Parking 3 levels - 3 levels 1 level Stories 27 stories Can be up to 289 ft tall 26 stories 28 stories Source: Gotham To meet a 6% yield-on-cost, Gotham proposed two approaches in an April 2023 presentation to City Council, both for a single-400-unit tower with reduced parking: • The first approach Gotham put forth for consideration would reduce the purchase price from $15.4M to $7.6M, delivered as a purchase money mortgage at 0% interest, to be paid upon stabilization but not later than 5 years from closing.7 Under this approach, Gotham also seeks an additional $4M in City contributions and an exception to the Development Agreement to retain the entire $17M the City committed for parking, despite now delivering less than 600 spaces. Gotham then committed to closing the remaining financial gap, estimated at approximately $4M. 5 Yield to Cost (YTC) = Net Operating Income / Total Development Cost – net of subsidy and hard cost escalation. For more information on the project’s estimated financial returns, see page 14. 6 The City, however, noted that this is not a major area of concern to them and that they would be comfortable and open to Gotham exceeding the height of their Revised Proposal. This is in part because the Downtown Core is a zoning district intended for high density use, and the district has no height limitation. In addition, the City Council and voters at the 2022 referendum expressed a desire for 600 housing units, and so the City understands that might mean a taller building is needed to accommodate the desired number of units. 7 According to Gotham, the net present value of the $7.6 million purchase money mortgage is $3.4 million. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 9 • Alternatively, Gotham’s second approach proposes a $15.4M purchase money mortgage with no interest for 10 years.8 Gotham cites their ability to make this project viable due to changes to the program, shorter construction and lease up duration, and value engineering. Similar to the first approach, this strategy asks for an additional $4M City contribution. It also seeks to retain the entire $17M in parking set aside in the Development Agreement, despite having less than 600 spaces. Table 4: Development Budget Comparison Original Proposal (June 2022) Development Agreement (August 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Revised Proposal (April 2023 Model – Original Purchase Price) Acquisition Costs $15.4M $15.4M $15.4M $7.6M (with a purchase money mortgage) $15.4M (with a purchase money mortgage) Sources Debt $227.8M - $204.4M $117.2M $122.1M City Funds: Parking + Other - $17M (minus $30,000/space if fewer than 600 spaces are delivered) $15.44M $21M (including additional $4M ask) $21M City Funds: Bridge - Up to $2M $1M $1M $1M City Funds: Permit + Impact Fees $939.4K CRA will pay all permit/impact fees on Gotham’s behalf (estimated at $939.4K in proposal) $1.2M $952.3K $952.3K Purchase Money Mortgage - - - $7.6M (fully paid in Year 5) $15.4M (fully paid in Year 10) Equity $122.6M - $118.7M $65.3M $61.5M Total Sources $350.4M - $340.6M $213.1M $222.0M Total City Funds Requested - Up to $19M + permit/impact fees $17.64M $22.95M $22.95M Levered Yield on Cost (Untrended) 5.10% - 4.52% 5.87% 5.97% IRR 17.0% - -6.0% 14.3% 14.2% 8 According to Gotham, the net present value of the $15.4 million purchase money mortgage is $12.2 million. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 10 City staff reported finding the proposal purchase money mortgage unsatisfactory, as the deferral of payment presents some level of risk of nonpayment, explaining the following ramifications. While the purchase money mortgage would be a legally binding agreement, and while we are unaware of Gotham defaulting on any such commitments to date, if for some reason the City was not paid by Gotham, there could be political challenges for the City to bring a lawsuit against a developer in its Downtown. This is especially true as the City is looking to catalyze development Downtown and create a new market for investment. In addition, if the City were to somehow pursue a lawsuit and win, the payment would likely not be easily accessible cash, with lenders likely having first call, and the City’s main recourse could become possession of the building, which would not be suitable for a City government that has no interest in managing an apartment building or disposing of a challenged asset. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 11 Assumptions and Inputs Evaluation HR&A reviewed materials that Gotham provided pertaining to their Original Proposal submission in July 2022, their Due Diligence Analysis, and their Revised Proposal with Reduced Purchase Price submitted in April 2023. Below is a summary of the evolution in key assumptions and inputs that have the greatest impact on the overall financial performance of the development model. HR&A conducted benchmarking exercises to understand how assumptions align with the Tampa metro area market and sensitivity analyses to understand how assumptions may or may not drive a feasibility gap. A further review of all assumptions and their evolution across proposals can be found in Appendix D. In summary, HR&A found that most real estate market assumptions Gotham employs are aligned with market trends, industry standards, and prior transactions we have analyzed. Recognizing that there is complexity and nuance in real estate assumptions, HR&A found three items worth further discussion, which are discussed at greater length in the table below among the other assumptions reviewed: • Cap Rates. Gotham’s underwriting of cap rates is reasonable and reflective of current market conditions but could be seen as overly cautious as the metric is meant to approximate valuation farther out in the future. The 5.25% cap rate assumption is justified in today’s market but could compress in future years closer to the building’s sale, generating greater returns for Gotham, and decreasing the size of the overall financial gap. Based on HR&A’s research and understanding of the market, we do not believe that negotiating with Gotham on cap rate assumptions is likely to be seen as a source for closing the financial gap. • Operating Expenses. Gotham’s operating expense assumptions were provided by a property management consulting firm with access to proprietary property management data. While Gotham’s operating expense estimates are higher than those that HR&A could evaluate with public data, it is assumed that Gotham’s vendor’s dataset is a more accurate source of information. Nonetheless, because the proprietary data was not provided to HR&A, it could not be reviewed in detail and verified for applicability to the project, and therefore our analysis is deemed inconclusive. • Construction Cost Estimates. In its review of construction cost estimates, Dharam Consulting identified assumptions in Gotham’s estimate that are lower than they would estimate, including relatively low contingencies, suggesting a low level of risk tolerance in their estimates in this early design stage. Any increases to their construction cost estimates would possibly outweigh all savings produced by adjusting cap rates and operating expenses. These have since been reviewed with Gotham and their construction firm, both who stand by Gotham’s working estimates, and Gotham has committed to stipulations that it would accept construction cost risk. Table 5 provides a detailed summary of the assumptions reviewed and HR&A’s findings. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 12 Table 5: Assumptions and Inputs Evaluation Assumption Gotham Assumption (Revised Proposal) HR&A Opinion Residential Rents $3.61 per square foot According to conversations with Gotham on June 22, they indicated that because there are no direct comparable properties in Clearwater itself, they identify rents by looking to the mature markets in Tampa and St. Petersburg. They approached a rent assumption by assuming a 15% discount on prevailing St. Petersburg rents and a 20% discount on Tampa rents, equal to $2.97 for St. Petersburg and $3.44 for Tampa. While Gotham’s assumption of $3.61 slightly exceeds the high end of this range, it is in line with a discount on individual comps, including the Heron in Tampa (20% discount is equal to $3.76) and the Asher in Tampa ($3.44). Compared to the most comparable multifamily product in Clearwater, 1100 Apex and The Nolen, Gotham’s assumed rents represent an approximately $1.40 premium, or 65-70%, over existing product. Because of the unprecedented nature of this project, these rent estimates represent some risk for Gotham in its execution of the project. Understanding Gotham’s approach to the project, and the product it seeks to deliver, the $3.61 represents a reasonable assumption for rents per square foot for Gotham’s underwriting of a new construction, top-of-the-market product that does not currently exist in Clearwater. HR&A Opinion: Sound Insurance $1,800 per unit HR&A found that average insurance premiums per multifamily unit were lower than this in the Tampa metropolitan area at roughly $700- $730 per unit.9 However, insurance premiums have increased dramatically in the past year across states with climate-related risk, with a particularly sharp surge in Florida. Estimates of projected increases over the course of 2023 vary from 20% to 50%, suggesting insurance costs per unit could reach $1,100 if on par with the larger region. Gotham’s insurance assumptions could fall within the realm of feasibility given the rapid escalation and uncertainty around insurance premiums into the future but are currently relatively high. HR&A Opinion: Higher than existing, but reasonably sound given rapid escalation Operating Expenses $8,039 per unit/year (exclusive of taxes and inclusive of insurance) Gotham’s operating expense assumptions originate from the property management consulting firm Greystar, whose estimates are based on ~30 comparable properties across Florida.10 HR&A has not seen detailed operating expense data for this set of properties due to confidentiality. In a benchmarking exercise, HR&A identified alternative 9 CoStar; Trepp, “Impact of Rising Insurance Costs in Major Coastal Multifamily Markets,” June 2023. 10 Comparable properties include 31 properties with an average of 324 units per property located in Southwest Florida, Southeast Florida, and North Florida markets. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 13 Assumption Gotham Assumption (Revised Proposal) HR&A Opinion operating expenses that are slightly lower than Gotham’s. HR&A found that prevailing annual operating expenses, inclusive of insurance, but exclusive of taxes in the Tampa metropolitan area are roughly $6,100 - $6,700 per unit, according to CoStar.11 Operating expenses per unit in the Central Pinellas and North Pinellas submarkets fall on average in the middle of this range, at $6,500 exclusive of taxes.12 Using the Central/North Pinellas average, with an additional 35% premium on the costs of insurance to account for recent substantial increases in insurance premiums in Florida (as described in the row above), results in an average operating expense of about $6,700 per unit, or 20% less than Gotham’s assumption.13 HR&A assumes that Greystar’s proprietary dataset is more comprehensive and reliable than the data available on CoStar, but because Greystar has not provided the detailed data on their 30- property comp set, it is not possible to evaluate whether the dataset is appropriate for the project under consideration. HR&A Opinion: Inconclusive, likely sound but trending conservative Property Taxes $5,750 per unit/year Gotham employs an income approach to estimating property tax. Given the Pinellas County Property Appraiser’s practice of leaning heavily on an income approach, HR&A conducted an independent calculation of the projected property tax revenue based on an income approach, which provided a similar result to Gotham’s assumptions. The use of an income approach and the resulting estimated property taxes are reasonable. HR&A Opinion: Sound Impact Fees $663,495 Per the Development Agreement, the Community Redevelopment Authority will pay the City all impact fees incurred by the development on behalf of Gotham. The assumed impact fees account for multi- modal impact fees and water and wastewater impact fees. Multi-modal impact fees are calculated based on the project program, with a designated fee per unit by use. The Revised Proposal calculates multi- modal impact fees based on the Original Proposal program, with 600 residential units and 25,000 square feet of retail. Estimated impact fees based on the program in the Revised Proposal are approximately 11 CoStar; HR&A Analysis for Florida Apartment Association, 2020 12 CoStar; average operating expenses per unit for 4 and 5-star multifamily properties in the Central Pinellas and North Pinellas submarkets. The City Hall site is located on the border between these two submarkets. The average of operating expenses per square foot exclusive of property taxes for the two submarkets, $5.57, is close to the average for the overall Tampa market of $5.70. The Tampa market includes the City of Tampa, St. Petersburg, Clearwater, Dunedin, and extends north to Spring Hill and east to Plant City. The Central/North Pinellas submarket average is 9% below the high mark of $6.08 per square foot in North Tampa. 13 Insurance premium based on National Multifamily Housing Council (NHMC) 2023 State of Multifamily Risk Survey and Report HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 14 Assumption Gotham Assumption (Revised Proposal) HR&A Opinion $450,800. While an almost 50% difference, updating impact fees based on the updated program has minimal to no impact on return metrics. HR&A Opinion: Relatively high, but limited in material impact to findings on financial valuation Cap Rates 5.25% Gotham assumes a 5.25% cap rate in its Revised Proposal, up from 5.00% in the Due Diligence Analysis, a significant increase that impacts the project’s internal rate of return and presumably, the target yield to cost, as explained in the next paragraph. Nationally, multifamily cap rates have increased, from 3.80% - 4.25% at the beginning of 2022 to 4.7% - 5.3% in Q1 2023, and 80% of investors project an increase in multifamily cap rates in the Southeast US over the next year.14 Gotham’s cap rate assumptions align with cap rates for the Tampa and St. Petersburg markets, which had cap rates of 4.90% and 5.00% in Q1 2023, respectively. While understanding current and short-term trends in cap rates is important, the cap rate is used to calculate the property’s exit value at least 10 years in the future, as well as refinancing at stabilization. Given the projected expansion of the multifamily market in the Tampa market over the next several years, further cap rate compression could occur; decreasing cap rates would generate a higher IRR.15 A return to a 5.00% cap rate would generate a 15.1% IRR, 40 basis points above Gotham’s current projected IRR of 14.7%. The 5.25% cap rate assumption is justified in today’s market but could compress in future years closer to the building’s sale, generating greater returns for Gotham, and decreasing the size of the overall financial gap. HR&A Opinion: Reasonable given current market dynamics but potentially conservative Financial Returns 6% YTC Gotham uses Yield to Cost (YTC), a metric representing the net operating income divided by the total development cost, as its primary metric of feasibility and to determine the size of the gap in feasibility. Shifts in assumptions that impact the YTC, including changes in the residential market impacting operating revenue, and changes in construction costs and financing impacting the development cost, reduce the YTC. Conversely, increasing net income or decreasing development costs increases the YTC, and therefore reducing the gap in feasibility and need for subsidy. Gotham requires a 6% YTC return threshold, based on a risk premium applied at a risk-free rate. There is typically a relationship between the risk-free rate, cap rate, and YTC. 14 PWC National Investor Survey, Q1 2023. 15 Ibid. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 15 Assumption Gotham Assumption (Revised Proposal) HR&A Opinion HR&A typically sees developers use anywhere between 75-150 basis points as a premium over a cap rate to arrive at a YTC threshold. 16 HR&A Opinion: Sound Development Costs $210.5 million (inclusive of acquisition costs, hard costs, soft costs, and financing costs) Gotham is assuming hard costs of $175 million, inclusive of $160 million in direct costs, general conditions, and general contractor insurance, based on information from the cost estimate provided by the construction firm Coastal; $2 million for the elevated bridge; $4.8 million for a 3% escalation and $8.2 million as 5% contingency. Coastal is a preeminent builder in the region with a substantial track record of estimating and building large-scale multifamily projects. Dharam Consulting, a professional cost consultant, undertook a review of Coastal’s estimate. They found that direct trade cost estimates could be $29 million higher than what Coastal is projecting, largely because of higher plumbing, electrical and finishes costs. When applying the same contingencies and markups that Gotham and Coastal employ in their estimates, the $175 million in Gotham’s model would compare to $195 million in Dharam Consulting’s estimate, an increase of $20 million. Dharam Consulting recommends higher contingencies than Gotham and Coastal have assumed, specifically given that the project is early in the design stage. If Dharam Consulting’s recommended escalations and contingencies were to be used, total hard costs would be in the $227 million range, $52 million higher or a 30% increase from the $175 million in Gotham’s model. Following Dharam’s initial review, findings were presented and discussed with Gotham at the end of August, and Gotham expressed disagreement with Dharam’s estimates. Gotham argued that Moss and Coastal are active builders in the region and have more reliable and current data, and that the process of seeking initial bids served to compare two independent sources, which relatively aligned. Gotham also expressed concerns with the contingencies Dharam Consulting had used, indicating Gotham could handle and absorb the construction risk. HR&A found soft costs and financing costs ratios relative to hard costs to be aligned with typical market ratios. 16 When HR&A spoke with Gotham on June 22, they indicated that they assumed a premium of 100 bps over cap rate to arrive at YTC. They departed from this assumption in the written notes that they provided following that call, in which they explained that the YTC is driven by UST increases in recent quarters, and articulated that investors typically require a 6.5% YTC for a project like this in today’s context. They explained that they are able to settle for 6% given that this project is located in an Opportunity Zone. Despite this additional explanation, HR&A finds Gotham’s original rationale of cap rate plus premium to be a stronger and more sound explanation of how they arrive at the YTC threshold. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 16 Assumption Gotham Assumption (Revised Proposal) HR&A Opinion Further discussion of this topic appears in the Risk Assessment and Recommendations section of this memo, and HR&A believes that commitments by Gotham could remove construction cost overages as a risk to the City if formalized into the development agreement. HR&A Opinion: Hard costs, particularly contingencies and escalation assumptions, could be low, underestimating potential changes and trade cost shifts. Commitments made by Gotham adequately address risk. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 17 Fiscal Impact Comparison In order to help gauge the costs and benefits of the project for the City of Clearwater, HR&A estimated the annual recurring sales, property, and utility tax revenues that the redevelopment of the old City Hall site will create for the City of Clearwater, Pinellas County, the State of Florida, and other local taxing jurisdictions. Sales, property, and utility taxes and franchise fees represent the most impactful public revenue streams. Tax revenue estimates assume that all taxes in the City, County, and State that would now apply to the Project would remain in place over the next 30 years, and that these taxes would retain the same tax formulas and rates now in effect. Sales taxes measure the impacts of spending both onsite at the Clearwater Bluffs site and offsite in retail areas in proximity to the site, such as Cleveland Street, created by introducing new residents to downtown. Property taxes measure the impacts of net new residential units and retail space. Utility taxes and fees measure the impacts of net new residential units. This analysis does not examine fiscal impacts from the proposed redevelopment of the former Harborview site. Sales Tax: HR&A estimated retail spending onsite by assuming average retail sales of $706 per square foot across retail space at the Old City Hall site.17 This results in roughly $110,000 in annual County sales tax revenue and $670,000 in annual State sales tax revenue from the Revised Proposal. The City receives an annual reimbursement of State and County sales taxes, HR&A estimates the amount of that reimbursement in Table 14 on page 22. In addition to direct spending at retail onsite, HR&A estimated the offsite retail spending potential that could occur from the project’s new residents at nearby retail establishments within the City of Clearwater. This is expected to have the greatest impact in Downtown Clearwater, including Cleveland Street retail, as well as support new retail establishments to be developed at the Harborview site. HR&A estimated that this spending would generate approximately $80,000 in total annual sales taxes for Pinellas County. Table 6: Sales Tax Revenue from Direct Onsite Spending (Stabilized Year) Original Proposal Due Diligence Analysis Revised Proposal Onsite Retail Square Footage 25,000 14,000 15,900 State Sales Tax (6%) $1,060,000 $590,000 $670,000 County Sales Tax (1%) $180,000 $100,000 $110,000 Total $1,240,000 $690,000 $780,000 17 Retail Maxim Annual Store Productivity Survey, 2019, adjusted for 2023 dollars. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 18 Property Tax: Gotham estimated property tax revenue generated by new development based on an income capitalization methodology. This methodology closely aligns with the approach favored by the Pinellas County Appraiser’s Office. Gotham estimates $5,750 in property taxes per unit in 2022 dollars, which translates into $6,675 per unit in 2029, the first full year of operations after stabilization. These assumptions generate $2.6 million in total property tax revenue per year starting the first full year of operations after stabilization for the Revised Proposal across the City, County, and CRA18. Approximately $1.5 million of that revenue, including taxes levied by the County for its General Fund and Health Department, and the City’s General Fund, goes to the Clearwater Redevelopment Authority (CRA) until it sunsets in 2035. After 2035, CRA contributions revert to the respective taxing authorities unless the CRA is renewed. Table 7: Annual Property Tax Revenue (2022 $) Original Proposal Due Diligence Analysis19 Revised Proposal Residential Units 600 525 400 Total Mill Rate 20.3621 20.3621 20.3621 Total Property Tax per Unit $5,750 $5,750 $5,750 Total Annual Property Tax Revenue $3,440,000 $3,020,000 $2,300,000 Table 8: Annual Property Tax Revenue by Entity (2022 $)20 Original Proposal Due Diligence Analysis Revised Proposal Annual CRA Revenue (through 2035)21 $1,815,000 $1,585,000 $1,210,000 Annual City Tax Revenue (after 2035)22 $995,000 $870,000 $665,000 Annual County Tax Revenue (after 2035)23 $815,000 $715,000 $545,000 Annual School Board Revenue $1,010,000 $885,000 $675,000 Annual Other Tax Revenue $620,000 $550,000 $415,000 Total Annual Tax Revenue $3,440,000 $3,020,000 $2,300,000 Breakdown by Taxing Authority: County – General Fund $800,000 $705,000 $530,000 School Board $1,010,000 $885,000 $675,000 County – Health $15,000 $10,000 $10,000 City – General Fund $995,000 $870,000 $665,000 Other – Downtown Development $160,000 $145,000 $110,000 Other24 $460,000 $405,000 $310,000 Total Annual Tax Revenue $3,440,000 $3,020,000 $2,300,000 18 HR&A conducted an independent analysis of projected property tax revenue also using an income capitalization methodology and generated comparable projected property tax revenue. 19 For the Due Diligence Analysis, Gotham uses income approach to valuation until stabilization, after which a cost approach is used. Due to the established preference of the Pinellas County Property Appraiser for an income approach, this analysis assumes taxes consistent with income approach for duration of 30-year period for the Due Diligence Analysis. 20 Rounded to the nearest $5,000. 21 Revenue directed to the CRA through 2035 includes revenues for the City General Fund, County General Fund, and County Health Department. 22 City tax revenue after the CRA’s expiration in 2035 includes City General Fund revenue. 23 County tax revenue after the CRA’s expiration in 2035 includes County General Fund and County Health Department revenue. 24 Other includes revenues directed to the Pinellas County Planning Council, Emergency Medical Services, Southwest Florida Water Management District, Juvenile Welfare Board, and the Suncoast Transit Authority. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 19 Local Utility Taxes and Franchise Fees: Assuming an average monthly electric bill of $250 and an average monthly water bill of $100, HR&A estimated electric tax (10%), water tax (10%), and electric franchise fees (6%) generated by onsite residential units that would accrue to the City. For the 400-unit in the Revised Proposal, this amounts to $240,000 in annual utility taxes and fees. Table 9: Annual Utility Taxes and Franchise Fees Accruing to the City (2022 $) Original Proposal Due Diligence Analysis Revised Proposal Annual Electric Tax Revenue $180,000 $157,500 $120,000 Annual Water Tax Revenue $72,000 $63,000 $48,000 Annual Electric Franchise Revenue $108,000 $94,500 $72,000 Total Annual Utility Taxes and Fees $360,000 $315,000 $240,000 Economic Impact Comparison High-level economic impact projections for the construction and ongoing operations of the Clearwater Bluffs’ mixed-use multifamily development were developed for each program provided: the Original Proposal submission from July 2022, the Due Diligence Analysis from January 2023, and the Revised Proposal from April 2023 (focusing on the version with the reduced purchase price). HR&A utilized the IMpact analysis for PLANning (IMPLAN)25 input-output model for Pinellas County to develop estimated results from each proposal. This analysis does not examine economic impacts from the proposed redevelopment of the old Harborview site. HR&A’s analysis estimates the following economic impact of the Revised Proposal: • During the construction period, the Revised Proposal will provide about $198M in one-time economic activity, with an estimated 2,395 full time equivalent (FTE)26 jobs supported during the construction period. • Permanently, the Revised Proposal will provide about $6.8M of economic activity annually, with 57 permanent FTE jobs supported. The Revised Proposal shows a clear reduction in one-time jobs and economic impact compared to prior proposals, as shown in the tables below. This mostly stems from the reduction in construction costs, though the smaller unit count also has some effect. While the total labor income has decreased, the average income per worker remains constant across the proposals. 25 IMPLAN (IMpact Analysis for PLANning) is a widely recognized modeling tool developed at the University of Minnesota with the U.S. Forest Service’s Land Management Planning Unit. It generates estimates of economic output as well as secondary and induced employment and output based on a series of inputs. IMPLAN traces the pattern of commodity purchases and sales between industries that are associated with each dollar’s worth of a product or service sold to a customer, analyzing interactions among 546 industrial sectors for each region, individual counties or groups of counties, and each state in the nation. IMPLAN is used for the preparation of economic impact analyses by many public and private entities throughout the United States. The economic impact analysis estimates economic output, job creation, and wages/income paid to employees at the following levels: • Direct impacts: resulting from project construction and operations spending; • Multiplier impacts: o Indirect impacts: resulting from industry-to-industry transactions from project construction and operations; o Induced impacts: resulting from employee spending in the economy, including employees of directly and indirectly affected businesses. 26 Full-time equivalent employment is the number of full-time equivalent jobs, defined as total hours worked divided by average annual hours worked in full-time jobs. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 20 Table 10: One-Time Jobs Supported in Pinellas County (FTE) Category Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Direct Impact 2,745 2,690 1,710 Multiplier Impact 1,100 1,080 685 Total 3,845 3,770 2,395 Source: IMPLAN, HR&A Analysis Table 111: One-Time Economic Impact in Pinellas County (NPV) 27 Category Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Direct Impact $318,000,000 $312,000,000 $198,000,000 Multiplier Impact $200,000,000 $196,000,000 $124,000,000 Total $518,000,000 $508,000,000 $322,000,000 Source: IMPLAN, HR&A Analysis The Revised Proposal shows a similar number of FTE jobs supported by ongoing operations as resulting from the Due Diligence Analysis. Overall economic impact is relatively close between the two proposals, as is the total direct income. The relative small change despite the reduction in residential program is due to a larger retail program that creates 5 additional jobs from the Due Diligence Proposal. The modest differences in average income per worker are explained by the lower wages from retail jobs compared to residential-driven jobs. The Due Diligence Analysis provides the highest average income because it has the least retail square footage and thus the least retail jobs. In general, the proposals offer relatively close estimates for permanent, ongoing impact. Table 12: FTE Jobs Permanently Supported in Pinellas County Input Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Direct Jobs 88 56 57 Multiplier Jobs 42 30 28 Total 130 86 85 Source: IMPLAN, HR&A Analysis Table 13: Permanent Economic Impact in Pinellas County (Stabilized Year) 28 Input Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Direct Impact $10,400,000 $7,600,000 $6,800,000 Multiplier Impact $8,200,000 $5,800,000 $5,300,000 Total $18,600,000 $13,400,000 $12,100,000 Source: IMPLAN, HR&A Analysis 27 NPV stands for net present value. This table shows how much spending could occur in terms of today’s dollars. 28 Stabilized year refers to the year the property meets certain occupancy rates, usually at least 80%. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 21 Summary of Evaluation Gotham’s financial model inputs and assumptions are generally aligned with market trends, industry standards, and prior transactions we have analyzed. Based on this review, HR&A identified a financial gap of approximately $76.5 to $80.0 million under the Revised Proposal, given the variability identified in potential cap rate assumptions, in comparison with the approximate $80 million financial gap that Gotham identified. Table 14 on the following page presents a summary of the collective impacts of purchase price, subsidy requests, and fiscal revenue streams on the City’s balance sheet under the various iterations of Gotham’s proposals. HR&A estimates that the net financial impact to the City of the Original Proposal was north of $39.5 million, when accounting for the purchase price, the various subsidies and public support, and the revenue from property, local sales taxes and utility taxes over a 30-year period. This amount diminishes to between $13.7 and $18.1 million in the Revised Proposal assuming the payment of the purchase money mortgage, largely because of the reduced Purchase Price, the additional public subsidy request of $4 million, and the reduction in tax revenue from a smaller development program. Without the payment of the purchase money mortgage, it diminishes further to $7.3 million for both alternatives of the Revised Proposal. While the Revised Proposal still results in positive fiscal impact to the City over the long term, this is reduced by more than half from the Original Proposal, and much of the City revenue is backloaded, while subsidies are disbursed upfront. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 22 Table 14: Financial Offer Comparison (In Present Value Terms in Year 2023) Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Revised Proposal (April 2023 Model – Original Purchase Price) Purchase Price PV29 $14,515,977 $14,515,977 $6,364,880 $10,801,250 Subsidy (10-Year PV)30 Parking (Disbursed 2025) ($15,557,408) ($14,129,787) ($15,557,408) ($15,557,408) Permit and Impact Fees (Disbursed 2024) ($1,071,525) ($1,057,438) ($669,877) ($669,877) Additional City Subsidy (Disbursed 2024) $0 $0 ($3,770,384) ($3,770,384) Total City Subsidy ($16,628,933) ($15,187,225) ($19,997,668) ($19,997,668) Fiscal Impact to City (30-Year PV) CRA Revenue (through 2035) $11,514,881 $10,983,575 $7,148,634 $7,148,634 City Revenue (after 2035) $16,450,914 $15,150,757 $11,208,309 $11,208,309 Utility Taxes & Franchise Fees $10,485,437 $9,174,757 $6,990,291 $6,990,291 Estimated Sales Tax Reimbursement31 $3,129,789 $2,123,649 $1,986,068 $1,986,068 Total City and CRA Revenue $41,581,020 $37,432,739 $27,333,302 $27,333,302 Net Financial Impact to the City Impact without Purchase Money Mortgage Payment (30-Year NPV) $24,952,087 $22,245,513 $7,335,633 $7,335,633 Impact with Purchase Money Mortgage Payment (30-Year NPV) $39,468,064 $36,761,490 $13,700,514 $18,136,883 Based on this analysis, HR&A presents a series of recommendations following a risk assessment in the next section. 29 Assuming a 3% discount rate and 3% inflation. 30 In reviewing areas of potential subsidy, the City's $1 million contribution to the pedestrian bridge was considered. As the project represents both a developer contribution and City capital contribution towards an offsite public improvement, HR&A has elected to exclude the City's cost as public subsidy, as it is not a direct contribution to the private development project. 31 The City receives a reimbursement of State and County sales taxes. Working with the City of Clearwater, HR&A identified an assumption of a reasonable level of reimbursement, which is equivalent to 50% of the County’s annual sales tax revenue. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 23 Risk Assessment and Recommendations In response to the revised proposal from Gotham, the City has various alternatives. On one hand, the City could accept the proposal as is in the interest of project expediency and focus on introducing guardrails into a revised Development Agreement to minimize risks to the City moving forward. On the other hand, the City could present a counterproposal to Gotham that revises certain material terms of the Revised Proposal (e.g., number of units, purchase price, or amount of public subsidy), including seeking alternate arrangements to the Purchase Money Mortgage. If the City and Gotham failed to reach agreement under any of those two avenues, the City and Gotham could terminate their Development Agreement and the City could seek to re-procure the redevelopment opportunity. Summary of Alternatives This section provides a summary of the risks of each alternative and provides recommendations on a possible way forward. Table 15: Summary of Alternatives Considerations Accept Counterproposal Re-Procure Description City accepts revised proposal from Gotham and moves to producing an addendum to the Development Agreement that focuses on minimizing risks moving forward. City prepares a series of requests to Gotham to negotiate alterations to the proposal and works to execute an addendum to the Development Agreement. Should the City ultimately fail to reach agreement with Gotham on any of the other two alternatives, the City engages second place respondent Elevate Clearwater and/or opens new procurement process to find a new developer. Considerations Timeline Accepting the revised proposal from Gotham and working on an addendum to the Development Agreement accordingly should present the fastest timeline. The renegotiation of a proposal and production of an addendum to the Development Agreement could take between two to three months, depending on the substance of the counterproposal from the City. Engaging Elevate Clearwater and/or reopening a procurement process could add another 6 to 18 months to the process before a new Development Agreement is fully negotiated and executed and a Due Diligence period is concluded. Financial The net financial impact to the City of this proposal is $13.7- $18.1 million, per analysis presented in prior sections. The main issue with this option is that the City would be disbursing close to $22 million upfront in the form of parking, and gap subsidy, and only accruing financial benefits over time, with a payment for the site that could not occur until 5 to 10 years from the moment Through the negotiation of certain elements of the revised proposal from Gotham, the City could aim to increase the present value of the purchase price and/or reduce the subsidy request, resulting in a net financial benefit to the City greater than the current $13.7- $18.1 million. This could be achieved by renegotiating the timing of the purchase price payments from Gotham, which The financial impact on the City under this scenario is unknown. While the presence of the new Coachman Park and its early success improves the marketability of these sites, the financial challenges facing the project are real and unlikely to be solved by another development partner, as they are not unique circumstances to Gotham or their concept but rather broader real estate HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 24 Considerations Accept Counterproposal Re-Procure of transaction. As identified by City staff, the structure of the purchase money mortgage may carry meaningful risk of nonpayment. The lack of commitment to a minimum hold period also increases repayment risk, so it is important that the City formalizes Gotham’s commitment to absorbing construction cost risks into any revised version of the development agreement. could include a payment installment strategy. HR&A’s analysis suggests that receiving payment sooner could reduce overall risk to the City, though comes at a cost to Gotham. market conditions. The City could wait and reprocure in the coming months or years, but there is no clarity as to whether or when construction costs and interest rates will fall relative to rents. In fact, the robust regional pipeline for residential development in the region, with 18,500 units under construction in Tampa and 2,500 units in St. Pete, and large-scale projects in planning such as the Historic Gas Plant District in St Pete and Water Street Phase 2 and GasWorx in Tampa, suggest significant housing supply coming online, keeping up with population growth. Economic Development The revised proposal will result in $12.1 million in total permanent impact, creating 85 permanent full-time-equivalent jobs across the region. The construction period will create 2,395 jobs during that time, with a total one-time impact of more than $322 million. The City could explore with Gotham the possibility of increasing the number of residential units from 400 closer to 500 in the Development Agreement, which would result in a greater one-time and ongoing economic impact than the one of the revised proposal, but it is unlikely to exceed that of the original proposal. This would suggest a taller building, and also may drive other cost implications that impact financial performance, such as a longer absorption period (see note at right on the size of the project relative to comparables in the market) and carry additional project viability risks. The degree of economic activity of a new proposal from another developer is unknown. It is possible that the residential program in a revised proposal would not exceed the one derived from the 400 units Gotham proposes, given high marks in the region, like the Heron in Tampa are already 419 units, and exceeding that market presents uncertainties with absorption. Political and Reputational The current proposal is a departure from the number of units in the Referendum and the Development Agreement, which may have implications for public perception of the project and the City. The renegotiation of Gotham’s proposal could show the City is being thorough in the evaluation of project risks and feasibility and possibly mitigate any negative public perceptions of the outcomes versus stated goals under the referendum. Delays in the project pre- development stages could present a political risk to Council and City staff. Inversely, they could also be seen as the City fulfilling its fiduciary duty if renegotiation is not successful. There is risk to the future attraction of developers to the Clearwater market if the HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 25 Considerations Accept Counterproposal Re-Procure market perceives this outcome negatively, having completed two rounds of solicitation. Downtown Clearwater is already seen by the market as a challenging place to develop. Summary of Main Risks • The City would be disbursing close to $22 million upfront in the form of parking, bridge, and gap subsidy, and only accruing financial benefits over time, with a payment for the site that could not occur until 10+ years from the moment of transaction with risk to the City for nonpayment. • Construction costs could be higher than what Gotham is assuming, further challenging project feasibility and this risk should be fully transferred to Gotham. • The public opinion on the deviation from the referendum unit count and Development Agreement could have political and/or reputational implications for the City and the project. • In the renegotiation of the proposal, the City should establish guardrails and conditions that protect it from any future revisions from Gotham to returns, programs, and assumptions. • A renegotiation with Gotham could be unsuccessful and the City could find itself having to decide between the other two alternatives in a few months. • In the renegotiation of the proposal, the City should establish guardrails and conditions that protect it from any future revisions from Gotham to returns, programs, and assumptions. • Given the current development climate, there is a great degree of uncertainty about what the outcome of a re- procurement would be both in terms of financial compensation to the City as well as the development program. The City would embark into a 6- to 18- month process without a strong hypothesis on the outcome. • Future attraction of developers to the Clearwater market could be challenging if the market perceives this outcome negatively, having completed two rounds of solicitation. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 26 Summary of Risks and Recommendations Given the evaluation and analysis presented by HR&A above, our recommendation to the City would be to prepare and negotiate a counterproposal with Gotham, focused on a limited set of terms. Building on a long-term coordinated plan to spur activity in Clearwater’s downtown, the redevelopment of the old City Hall site represents an important part of that effort, and therefore warrants further efforts by the City to explore if satisfactory terms can be reached with Gotham. The process to arrive at an addendum to the Development Agreement could take between two to three months. At the end of that process, the City could still decide to re-procure the site if the terms of the revised Agreement were not acceptable. The negotiation with Gotham should be centered around minimizing three main areas of risk for the City: 1. Financial Gap and Timing of Payment: Both approaches proposed by Gotham involve a purchase money mortgage, which defers payment to the City to 5 and 10 years, respectively. Under these two approaches, the City would be upfronting all subsidies, including subsidies for the cost of parking, reimbursement of permit and impact fees, and an additional $4 million to fill the financial gap. The City would only receive payment from Gotham up to until 10 years later. In addition, the purchase money mortgage concept introduces the risk of non-payment if the developer were to default over the 10-year period and/or if there were more senior lenders before the City that Gotham needed to make whole, and was concluded as unacceptable by City staff for that reason. While it is perhaps viable to manage risk around Gotham’s sale of the property to an unknown third party, by requiring full payment at project sale or refinancing, such stipulations does not control for situations whereby Gotham finds itself under financial hardship and/or defaults on the payment. Risks associated with the financial gap and timing of payment can be mitigated by a variety of options, including: a. The City could consider reducing the purchase price if justified based on the appraisal of the City Hall site for a 400-unit single tower project, given the prior appraisal’s assumption of condo use at a larger scale of development. b. The City could investigate varying program mixes, including the addition of condos and further reductions in density, to help close the feasibility gap. Further reductions in density may require soliciting new approvals from the public due to the acceptance of the originally proposed project by voters in November 2022. While reducing the financial gap, further reductions in density would also reduce fiscal returns. c. The City and Gotham could explore an alternative form of conveyance to alleviate some of Gotham’s pressure to disburse for the purchase of the site upfront in full at the moment of close, while ensuring the City captures the upside that may result from public investment in Downtown and a changing market in the mid- and long-term. The City should explore internally and with Gotham the possibility of entering into a purchase and development agreement with phased payments over the short- and mid-term, participation and claw back clauses. While we understand a long-term ground lease would require a new referendum, the purchase and development agreement could be designed in a way that replicates synthetically the risk profile and cash flows of a ground lease. This could also help address the lack of a commitment to a minimum hold period. HR&A and the City team also engaged Gotham on potential additional options, which were deemed not satisfactory or of limited benefit. These included reducing the amount of residential parking and/or moving some of the parking spaces offsite or above ground, as well as shared and dedicated parking HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 27 arrangements with Gotham on the adjacent pipeline 550-space public garage at the site formerly owned by Peace Memorial Church. 2. Re-negotiation risk: To avoid the risk of project delay through subsequent rounds of negotiations, the City and Gotham should see the agreement reached as part of the negotiation of the Revised Proposal from Gotham as the final terms of the transaction. With the due diligence period completed, the amended Development Agreement should clearly establish that Gotham will be responsible and absorb any real estate market, financial, and construction risks moving forward. Any unfavorable deviations in those areas should not form the basis for a request for additional public subsidy, a reduction or meaningful alteration of the program in the Revised Proposal, or a concept with quality standards and/or designs that deviate from those discussed and agreed with the City. As of communications during a meeting on Tuesday, August 29 and a subsequent email communication dated Friday, September 22, Gotham has agreed that once the due diligence period is over, they will not come back to the City for further negotiations. As part of this, it is particularly important to offer the City protection in case construction costs were to depart from the current estimate presented by Gotham, given the differences of opinion on costing between Dharam and Coastal. The City should find ways to reflect in the revised Development Agreement that none of the construction cost risk can be transferred to the City, via claims for unforeseen market conditions and escalation, unforeseen ground conditions, or similar findings. As of communications on August 29, 2023, Gotham has agreed to assume all construction cost risk, and closing requirements will include provision of a Guaranteed Maximum Price (GMP) contract from their construction firm, among other items. The City should also seek to establish in the addenda to the Development Agreement that the current proposal from DeNunzio for the Harborview site is also a best-and-final offer and that the developer should absorb any real estate market, financial, and construction risks on that site moving forward. 3. Project completion risk: The City should seek to establish firm construction commencement and completion deadlines in the amended Development Agreement, particularly in the event that Gotham does not pay the City for the purchase of the site upfront, to minimize the risk of Gotham “sitting” on a vacant site waiting for the market to turn, a situation where the City would have little to no recourse under current terms. Gotham has provided closing conditions it would agree to, including a completion guarantee that they will need to provide to their construction lender, and have agreed to have a reputable GMP and be fully entitled and permitted for development. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 28 Appendices A. Information Reviewed and Received HR&A received materials from Gotham related to the original proposal and 525-unit program (called “Original Program Materials,” as well as materials for the 400-unit program (called “Revised Program Materials”). Materials received are shown below for each program. Table 16: Original Program Materials Material Author Type of Material Date Submitted Due Diligence Analysis City Hall Site 1.3.2023 Gotham Financial Model 1.3.23 Civil Due Diligence Estimates Stantec Civil 12.9.22 Geotechnical Engineering Report Universal Engineering Sciences, Inc. Geotechnical 1.6.23 ROM Estimates Coastal Hard Costs 7.15.22 Probable Project Costs Stantec Hard Costs 7.5.22 Due Diligence Project Costs Coastal Hard Costs 12.22.22 Proposal Response for Preconstruction Services Moss Hard Costs 12.22.22 Insurance Budget Custom House Insurance 12.12.22 525-unit Highrise Stabilized Model Greystar Operating Expenses NA Clearwater Market Analysis Gensler Residential Market Study 5.12.22 The Bluffs Complete Proposal Gotham RFP Submission 6.9.22 Old City Hall Site Survey City Title and Survey 11.7.22 City Hall site title Chicago Title Insurance Company Title and Survey NA Development Agreement Pinellas County Development Agreement 7.28.22 HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 29 Table 17: Revised Program Materials Material Author Type of Material Date Submitted City Hall Site 4.17.23 Reduced Purchase Price Gotham Financial Model 4.17.23 City Hall Site 4.17.23 Original Purchase Price Gotham Financial Model 4.17.23 Updated Architectural Plan Behar Peteranecz Geotechnical 3.30.23 Residential Tower ROM Coastal Hard Costs 3.13.22 Singel Tower Order of Magnitude Estimate Summary Moss Hard Costs 3.3.23 400 unit Highrise Stabilized Model Greystar Insurance NA Clearwater Presentation 4.17.23 Gotham Presentation to the City 4.17.23 Clearwater Market Analysis Update Gensler Residential Market Study 12.20.22 B. Economic Impact Sources/Methodology HR&A utilized the Impact analysis for PLANning (IMPLAN) input-output model for Pinellas County, created by MIG, Inc. (formerly Minnesota IMPLAN Group, Inc.), to analyze the project’s economic impacts from both construction and annual ongoing operations at full development buildout. For each dollar of spending in the economy, IMPLAN traces the pattern of commodity purchases and sales between 546 industries within the specified geography. The IMPLAN model is used to conduct economic impact analyses by leading public and private sector organizations across the United States. The economic impact analysis estimates economic output, job creation, and wages/income paid to employees at the following levels: • Direct impacts: resulting from project construction and operations spending; • Multiplier impacts: o Indirect impacts: resulting from industry-to-industry transactions from project construction and operations; o Induced impacts: resulting from employee spending in the economy, including employees of directly and indirectly affected businesses. HR&A conducted an economic impact analysis measuring the above impacts of future development at the Bluffs for each proposal. HR&A also examined the fiscal impact of the development. IMPLAN inputs used are below. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 30 Table 18: IMPLAN Inputs for Annual Recurring Economic Impacts from Operations Category Code IMPLAN Description Residential 61 Maintenance and repair construction of residential structures Retail 412 Retail–- Miscellaneous store retailers Restaurant 509 Full-service restaurants Table 19: IMPLAN Inputs for One-Time Economic Impacts from Construction Category Code IMPLAN Description Construction 58 Construction of new multifamily residential structures One-Time Impacts from Construction HR&A developed a series of assumptions to model the one-time economic impacts of construction of each of the three proposals. The program mix for each proposal and their proposed construction costs are presented below. Table 20: Program Mix and Construction Costs Input Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Residential Units 600 525 400 Retail SF 25,000 14,000 15,900 Parking Spaces 600 548 440 Construction Cost (excl. land cost) $318,044,952 $311,590,899 $197,774,515 Source: Gotham Based on the information above, and using a set of IMPLAN inputs, HR&A estimated direct and multiplier impacts on employment, economic spending, and personal income attributable to construction of the project. These impacts will only be felt during the construction period and will accrue across Pinellas County, given the mobility of workers from their homes to their employment locations. Some of this activity will directly benefit Clearwater residents. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 31 Table 21: One-Time Labor Income in Pinellas County32 Category Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Annual Direct Impact $163,000,000 $159,000,000 $101,000,000 Average Direct Income/Worker $59,000 $59,000 $59,000 Annual Multiplier Impact $62,000,000 $61,000,000 $39,000,000 Average Multiplier Income/Worker $57,000 $57,000 $57,000 Total $225,000,000 $220,000,000 $140,000,000 Source: IMPLAN, HR&A Analysis Permanent Annual Impacts from Operations HR&A used the proposed vertical development program mix and estimates of employee density specific to use (see below) to support estimates of retail and residential employment and impact. Table 22: Impact Assumptions Assumptions Residential 25 units per residential worker Retail $679 retail spending per square foot Source: HR&A Analysis Deriving IMPLAN inputs from the information above, HR&A estimated direct and multiplier impacts (indirect and induced impacts) across Pinellas County based on the proposals for the City Hall Site. HR&A looked at impacts on employment, economic spending, and personal income attributable to the ongoing operations of the project. Table 23: Summary of Labor Income from Operations in Pinellas County (Stabilized Year) Category Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Direct Income $3,500,000 $2,400,000 $2,300,000 Direct Income/Worker $40,000 $43,000 $41,000 Multiplier Income $2,500,000 $1,800,000 $1,600,000 Multiplier Income/Worker $59,000 $59,000 $58,000 Total $6,000,000 $4,200,000 $3,900,000 Source: IMPLAN, HR&A Analysis 32 Labor income includes all forms of employment income, including employee compensation (wages, salaries, and benefits) and proprietor income. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 32 C. Fiscal Impact Sources/Methodology In addition to direct spending at retail onsite, HR&A estimated retail spending offsite by residents of the project at nearby retail establishments in Downtown Clearwater, including Cleveland Street retail. Based on household spending patterns for households located within a 3-mile radius of the site, HR&A estimated that the average household would spend approximately $25,000 annually on retail goods, and that 78% of that spending would take place locally.33 In turn, this would generate $400-$600,000 in sales tax revenue. Table 24: Sales Tax Revenue from Indirect Offsite Spending (Stabilized Year) Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Offsite Retail Spending $7,830,000 $6,650,000 $4,950,000 State Sales Tax (6%) $470,000 $400,000 $300,000 Local Sales Tax (1%) $160,000 $130,000 $100,000 Total $630,000 $530,000 $400,000 Property Tax: Property tax revenue generated by new development is estimated based on an income capitalization methodology. This methodology closely aligns with Gotham’s methodology as well as the approach favored by the Pinellas County Appraiser’s Office. This methodology generates $5,750 in property taxes per unit in 2022 dollars, which translates into $6,675 per unit in 2029, the first full year of operations after stabilization. Table 25: Annual Property Tax Revenue (2022 $)34 Original Proposal (June 2022) Due Diligence Analysis35 (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Residential Units 600 525 400 Total Mill Rate 20.3621 20.3621 20.3621 Total Property Tax per Unit $5,750 $5,750 $5,750 Annual Property Tax Breakdown by Authority County – General Fund $800,000 $705,000 $530,000 School Board $1,010,000 $885,000 $675,000 County – Health $15,000 $10,000 $10,000 City – General Fund $995,000 $870,000 $665,000 Other – Downtown Development $160,000 $145,000 $110,000 Other36 $460,000 $405,000 $310,000 Total Annual Property Tax Revenue $3,440,000 $3,020,000 $2,300,000 33 ESRI Retail Marketplace Profile and Household Budget Expenditures, 2023. 34 Rounded to the nearest $5,000. 35 For the Due Diligence Analysis, Gotham uses income approach to valuation until stabilization, after which a cost approach is used. Due to the established preference of the Pinellas County Property Appraiser for an income approach, this analysis assumes taxes consistent with income approach for duration of 30-year period for the Due Diligence Analysis. 36 Other includes revenues directed to the Pinellas County Planning Council, Emergency Medical Services, Southwest Florida Water Management District, Juvenile Welfare Board, and the Suncoast Transit Authority. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 33 Annual Property Tax Breakdown by Entity Annual CRA Revenue (through 2035)37 $1,815,000 $1,585,000 $1,210,000 Annual City Tax Revenue (after 2035)38 $995,000 $870,000 $665,000 Annual County Tax Revenue (after 2035)39 $815,000 $715,000 $545,000 Annual School Board Revenue $1,010,000 $885,000 $675,000 Annual Other Tax Revenue $620,000 $550,000 $415,000 Total Annual Property Tax Revenue $3,450,000 $3,020,000 $2,300,000 HR&A conducted an independent analysis of project property tax impacts, based on an income methodology. HR&A used the same assumptions for this analysis with the exception of two: 1) cap rate, for which HR&A used a 5.00% assumption, rather than Gotham’s 5.25%, based on the supposition that cap rates could decrease in the Clearwater market over the next several years, before the property is sold, and 2) operating expenses, for which a $7,000 per unit expense assumption. Based on this analysis, HR&A’s estimated property tax impacts were $7,257 per unit, slightly higher than Gotham’s.40 Local Utility Taxes and Franchise Fees: To calculate water tax, electric tax, and electric franchise fee revenue, HR&A used monthly utility bill assumptions sourced from the City, including $250 for electricity and $100 for water. Table 26: Annual Utility Fee and Tax Revenue Original Proposal Due Diligence Analysis Revised Proposal Residential Units 600 525 400 Estimated Annual Fee per Unit41 Electric Tax (10%) $300 Water Tax (10%) $120 Electric Franchise Fee (6%) $180 Total Utility Fee and Tax Revenue $360,000 $315,000 $240,000 37 Revenue directed to the CRA through 2035 includes revenues for the City General Fund, County General Fund, and County Health Department. 38 City tax revenue after the CRA’s expiration in 2035 includes City General Fund revenue. 39 County tax revenue after the CRA’s expiration in 2035 includes County General Fund and County Health Department revenue. 40 HR&A’s analysis of Gotham’s model for the January 2023 Due Diligence Analysis identifies that the model mistakenly shows a cost approach used after year 2028 to estimate property taxes, instead of the income approach used in years 2022 through 2027. 41 City of Clearwater. HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 34 D. Comparison of Inputs and Assumptions Across Proposals Table 27: Comparison of Program and Timing Across Proposals Program Assumption Original Proposal (July 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Residential (SF) 540,000 650,470 466,784 Retail/Commercial (SF) 25,000 14,000 15,900 Parking (SF) 210,000 231,930 135,630 Total SF 775,000 1,080,097 689,424 Residential Units 600 525 400 Parking Spaces 600 spaces 548 spaces 440 spaces Parking Ratio 1.0 1.0 1.1 Stories 25 stories on a shared podium deck 26 stories 28 stories Construction Period 30 months 36 months 27 months Hold Period (Post-Stabilization) 0 months 0 months 80 months Total Project Duration 6.1 years 6.0 years 11.8 years Table 28: Comparison of Financial Uses Across Proposals Original Proposal (July 2022) Development Agreement (August 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Uses Acquisition Costs $15,400,000 - $15,400,000 $7,600,000 Hard Costs $284,680,200 - $277,782,500 $175,040,000 Soft Costs $39,947,962 - $32,680,509 $22,528,229 Financing Costs $5,451,264 - $2,964,111 $2,192,260 Interest Reserve $11,529,911 - $11,035,558 $5,508,116 Operating Deficit $1,426,126 - $727,890 $206,687 Total Uses $350,426,126 - $340,590,568 $213,074,892 HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 35 Table 29: Comparison of Financial Sources Across Proposals Original Proposal (June 2022) Development Agreement (August 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Sources Debt $227,776,982 - $204,354,341 $117,191,190 City Funds – Parking + Other - $17M (minus $30,000/space if less than 600 spaces are delivered $15,440,000 $21,000,000 (including the additional $4M ask) City Funds – Bridge - Up to $2M $1,000,000 $1,000,000 City Funds – Permit + Impact Fees - CRA covers all fees $1,121,836 $952,311 Purchase Money Mortgage - - - $7,600,000 Equity $122,649,144 - $118,674,391 $65,331,390 Total Sources $350,426,126 - $340,590,568 $213,074,892 Project Financing: Key differences in Gotham’s financial assumptions among the three proposals include increased cap rates and interest rates, decreased selling costs, and a lower LTC ratio. The Revised Proposal includes an assumed refinancing in Year 6. Table 30: Proposal Comparison–- Financing Assumptions Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced Purchase Price) Disposition Exit Cap Rate Retail + Parking Not provided 5.00% 5.25% Exit Cap Rate Residential Not provided 5.00% 5.25% Selling Costs Not provided 2.00% 1.50% Financing Construction Financing LTC 65% 60% 55% Construction Financing Interest 5.00% 6.50% 6.50% Permanent Financing Interest Not provided 5.00% 5.00% Refinance Year NA NA Year 6 (Upon stabilization) HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 36 Operations, Hold Period, and Exit Strategy: Gotham is assuming a shorter construction period and a faster lease-up in its Revised Proposal, followed by a refinancing after stabilization, after which it will hold the property for 6.5 years. Gotham is required, per the Development Agreement, to not dispose of the property until the City Hall or Harborview project is substantially complete. Gotham underwrote a hold period of at least 10 years, and they confirmed that they intend to adhere to this hold to maximize the 10-year benefit of the project’s location in an Opportunity Zone. Gotham plans to use Greystar or an equivalent reputable property manager to manage the property while they remain as property owner and asset manager. Table 31: Proposal Comparison–- Timeline Timing Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Reduced PP) Pre-Closing Period 24 months 24 months 20 months Pre-Construction Period 0 months 0 months 0 months Construction Duration 30 months 36 months 27 months Time Until Stabilization 20 months 20 months 13 months Months from Lease-Up to Refi 0 months 3 months 3 months Hold Period (Post-Stabilization) 0 months 0 months 80 months Total Project Duration 6.1 years 7.0 years 11.8 years Residential Uses: In addition to reducing the overall number of residential units down to 400, the Revised Proposal does not include any affordable units. The Original Proposal and the Development Agreement mention the potential allocation of 10% of apartments as workforce housing for residents earning up to 120% of area median income (AMI), to be provided at the discretion of the Developer. Affordable units are not included in the Original Proposal, the January 2023 Due Diligence Analysis, or in the April 2023 Revised Proposal. Without designated workforce units, units are unaffordable for those making 120% of the Pinellas County AMI of $89,400, requiring 36% of annual income for rent. HR&A understands that the City is not pursuing the inclusion of affordable units at this time. Gotham has confirmed that they do not have interest in using the Live Local Program and per HR&A’s independent analysis, it appears that there would be no financial benefit to pursuing the program given the rents and real estate taxes Gotham is projecting in market-rate units. Parking Uses: Gotham’s approach to parking shifted from the Due Diligence Analysis, in which they proposed 548 spaces in a parking garage with three underground levels, to the Revised Proposal, in which they provide 440 spaces in a garage with one underground level and one ground-floor podium level. Underground parking is important for this site due to the desire to keep viewsheds and provide connectivity from Osceola Street to the park. The Development Agreement allocated a total of $22 million in parking subsidy (or $30,000 per space), with $17 million for the City Hall site, roughly $15 million of which was used in the Due Diligence Analysis. The Revised Proposal requests the same level of subsidy for parking but with a decrease in the number of parking spaces provided, increasing the requested subsidy per parking space. Public Realm: The Original Proposal articulated an approach to the project’s urban design and public realm plan, including plans for a transition to Coachman Park and to the street. There are two key public offsite improvements related to the City Hall Site: a. South Bluff Walk to integrate the City Hall site with Coachman Park (1.54 Acres) b. Pedestrian bridge spanning Cleveland Street and connecting the North and South Bluff Walks (16 ft wide, 550 ft long) In the Original Proposal, Stantec estimated the cost of improvements to the public open space within the City Hall Site at $3.4 million, including $400,000 for site preparation and $3 million for on-grade site improvements, HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 37 including site furnishings, retaining/seating walls, pedestrian lighting, landscaping, hardscaping, art, and signage. The Revised Proposal does not include an updated estimate of public realm improvement costs. The Revised Proposal maintains the $1 million subsidy request to fund the construction of a pedestrian bridge connecting the City Hall and Harborview sites. However, the cost of pedestrian bridge construction is not broken out in the construction cost estimates provided. Residential Operating Assumptions: Between the Due Diligence Analysis and the Revised Proposal, the residential vacancy factor increased by 50 basis points to 6%, which was consistent with the vacancy assumption in the Original Proposal from July 2022. Residential rent per month per SF of $3.61 remained largely unchanged from the Due Diligence Analysis to the Revised Proposal, but it is still below the $3.75 assumption in the Original Proposal. HR&A investigated the assumed decrease in residential rents by looking at rents per square foot for comparable properties in Clearwater, Tampa, and St. Petersburg using CoStar. It is expected that this project will represent a more premium product than currently exists in Clearwater, where there are few recent high-end multifamily rental properties and, therefore no appropriate local comparable projects. The two existing comparable properties, the Apex and the Nolen, have a weighted average rent per square foot of $2.17. Table 32: Clearwater Comparable Multifamily Properties Building Name Address City Units Stories Year Built Effective Rent PSF Vacancy 1100 Apex 1100 Cleveland St Clearwater 134 15 2019 $2.15 4% The Nolen 949 Cleveland St Clearwater 240 4 2017 $2.19 13% Weighted Average $2.17 Tampa and St. Petersburg have a greater number of comparable multifamily rental properties. Premium product in Tampa has a weighted average rent per SF of $4.30, while St. Petersburg has rents of $3.50 per SF. Table 33: Tampa Comparable Multifamily Properties Building Name Address City Units Stories Year Built Effective Rent PSF Vacancy The Mav Channelside 601 N 12th St Tampa 324 19 2022 $3.44 50% Heron 815 Water St Tampa 419 26 2021 $4.70 20% Cora 1011 E. Cumberland Ave Tampa 388 23 2021 $4.03 15% Asher 1050 Water St Tampa 393 22 2022 $4.30 7% Weighted Average $4.30 Table 34: St. Petersburg Comparable Multifamily Properties Building Name Address City Units Stories Year Built Effective Rent PSF Vacancy Ascent St. Petersburg 225 1st Ave N St. Petersburg 357 36 2023 $3.76 59% EVO 334 2nd Ave S St. Petersburg 220 24 2023 $3.58 59% Camden Central 855 Central Ave St. Petersburg 368 15 2019 $3.48 3% Waterview Echelon City Center 100 Main St N St. Petersburg 226 15 2021 $2.81 8% Weighted Average $3.50 HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 38 Table 35: Proposal Comparison–- Return Metrics Original Proposal (June 2022) Due Diligence Analysis (Jan 2023 Model) Revised Proposal (April 2023 Model – Original Purchase Price) Revised Proposal (April 2023 Model – Reduced Purchase Price) Target Return (YTC) 5.50% 6.00% 6.00% 6.00% Modeled Returns IRR 17.00% - 6.00% 14.20% 14.30% YTC 5.53% 4.52% 5.97% 5.87% E. Research notes on precedent for public subsidy Public-private partnerships incentivizing the development of desired land uses and public infrastructure are common practices nationwide to promote economic development and attainable housing. In Florida, public-private partnerships and public subsidies are used to accomplish a variety of economic development goals, including the development of desired infrastructure, affordable units, and parking spaces. In Tampa in 2017, a $21.5M tax-exempt bond was issued to the Tampa Heights Community Development District.42 This bond was intended to pay for infrastructure in the new 43-acre waterfront mixed-use community being built around the historic Armature Works building. This includes the construction of new roads, sidewalks, the Tampa Riverwalk, parking garages, and other infrastructure. The bond funds are backed by tax increment financing through the City of Tampa. Public-private transactions in St. Petersburg have been focused on increasing the number of public parking spaces while also encouraging the construction of Class A office space or workforce housing. In the last few years, the City of St. Petersburg has agreed to pay for public parking spaces in 2 mixed-use projects that also align with a citywide goal to increase high-quality office square footage. In the first, a hotel-office project at 450 1st Avenue North, the City of St. Petersburg will pay up to $28.7K/parking space for a minimum of 240 public parking spaces that the City will lease long-term. The City of St Petersburg will also pay up to $20K/parking space for a minimum of 400 public parking spaces in a project with Edge Central Development Partners. That project includes at least 100K square feet of Class A office space and at least 30 workforce housing units. The City has agreed to provide a purchase money mortgage for the portion of the property with the workforce housing so that a promissory note for $2M can be secured. Gotham has, in the past, relied on public support in projects in the New York Metro area. One example Gotham provided is a $150M+ project in the village of Mount Kisco, Westchester County, NY. The project includes approximately 25,000 sf of retail, 750 structured parking spaces, and 220 housing units, 7% of which are set aside for households at 90% AMI of the Westchester County median income. To achieve this level of below-market homes offered, in addition to the significant number of parking spaces desired, in 2020, the Westchester County Industrial Development Agency approved financial incentives of about $40M, including a payment in lieu of taxes (PILOT), sales tax exemption on building materials, and a mortgage recording tax exemption. This project is still currently under discussion, as a proposal in 2021 was initially rejected by the Mount Kisco Village Board due to concerns over density and parking.43 42 “The Heights Receives $21.5 million in funding,” Armature Works (2017). “Tampa Heights project gets $231.5 million in funding,” Tampa Bay Times (2017). 43 ”Mount Kisco Says No to Reworked Kirby Commons Development Plan,” The Examiner News (August 2021). HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 39 Given the relatively untested nature of mixed-use and multifamily development in Downtown Clearwater, it is not unreasonable to expect the City to provide some type of support to the Bluff Sites. F. Research notes on the current development climate in the region The Bluffs is not the only project in the region experiencing delays due to unfavorable changes to market conditions and hard cost inflation. The second phase of the Camden Pier District apartments in St. Petersburg has recently been indefinitely put on hold.44 The original aim was for Camden to build a 95-unit, 18-story multifamily development next to its adjacent development, the 357-unit Camden Pier District Apartments. The existing apartments currently have a 97% occupancy rate, with average rental rates of $3,465. Despite these positive numbers, the hard costs for the 95-unit building are currently too high for Camden to commit to a timeline. A Dunedin mixed-use project is also currently on hold due to increased costs.45 This project was set to offer 90 residential units, restaurant/retail spaces, and a 79-room hotel. However, increasing construction and borrowing costs have made the project unfeasible. According to a July 2023 article, the developer received new April 2023 bids from two national multifamily construction firms that were very similar to each other but more than double the budget. The local developer is now working with the City of Dunedin to provide an updated proposal. 44 Brezina, Veronica, “Inflation puts 18-story tower project on hold,” St. Petersburg Catalyst (August 2023). 45 Willimas, Breanne, “Dunedin mixed-use development ‘unviable’ as costs rise”, Tampa Bay Business Journal (July 2023). HR&A Advisors, Inc. Clearwater Bluff Sites City Hall Proposal Evaluation | 40 General and Limiting Conditions Any person who relies on or otherwise uses this Study is required to have first read, understood, and accepted the following disclosures, limitations, and disclaimers and will, by reason of such reliance or other use, be deemed to have read, understood, and accepted the same. 1. HR&A Advisors, Inc. (HR&A) has been engaged and compensated by the City of Clearwater to prepare this Study. In preparing this Study, HR&A has used its independent professional judgment and skills in good faith, subject to the limitations, disclosures, and disclaimers herein. 2. This Study is based on estimates, assumptions, and other information developed by HR&A, Gotham/DNG, and other third-party consultants. Every reasonable effort has been made to ensure that the data contained in this Study are accurate as of the date of this Study; however, factors exist that are outside the control of HR&A and that may affect the estimates and/or projections noted herein. HR&A neither guarantees any results nor takes responsibility for their actual achievement or continuing applicability, as actual outcomes will depend on future events and circumstances beyond HR&A’s control. 3. HR&A reviewed the information and projections provided by third parties using its independent professional judgment and skills in good faith but assumes no liability resulting from errors, omissions, or any other inaccuracies with respect to the information provided by such third parties referenced in this Study. 4. HR&A also relied on data provided by or purchased from sources, including the Minnesota IMPLAN Group and Retail MAXIM, in order to generate estimates of employment and economic output. HR&A assumes no liability resulting from errors, omissions, or any other inaccuracies with respect to the information provided by these parties. 5. In addition to relying on data, information, projections, and forecasts of others as referred to above, HR&A has included in this Study estimates and assumptions that HR&A believes are appropriate, but HR&A makes no representation that there will be no variances between actual outcomes and such estimates and assumptions. 6. No opinion is intended to be expressed, and no responsibility is assumed for any matters that are legal in nature or require legal expertise or specialized knowledge beyond that of a real estate consultant. 7. This Study may be relied on and otherwise used only by persons who receive this Study from HR&A or with HR&A’s prior written consent and only for the purpose stated in writing in conjunction with such receipt or consent. No reliance on or other use of this Study by any person or for any purpose other than as stated in the previous sentence is permitted. HR&A disclaims all responsibility in the case of any reliance on or other use of this Study in conflict with the above portions of this paragraph. 8. If the Study is referred to or included in any offering material or prospectus, the Study shall be deemed to have been included for informational purposes only, and its use shall be subject to these General and Limiting Conditions. HR&A, its directors, officers, and employees have no liability to recipients of any such offering material or prospectus. This Study is qualified in its entirety and should be considered in light of these General and Limiting Conditions. By use of this Study, each party that uses this Study agrees to be bound by all of the General and Limiting Conditions stated herein. FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “Amendment”), being signed this ______day of __________________,2024 (the “Effective Date”),is entered into between THE CITY OF CLEARWATER,FLORIDA (“the “City”),a Florida municipal corporation;GOTHAM PROPERTY ACQUISITIONS,LLC (“Gotham”),a New York limited liability company;and THE DENUNZIO GROUP,LLC (“DeNunzio”),a Florida limited liability company (collectively Gotham and DeNunzio are referred to as the “Developers”,and sometimes each referred to herein individually as a “Developer”.) RECITALS WHEREAS,the Florida Local Government Development Agreement Act,Florida Statutes Sections 163.3220 —163.3243 (the “Act”),authorizes municipalities to establish,by ordinance, procedures and requirements to consider and enter into appropriate development agreements;and WHEREAS,Section 4-606 of the Community Development Code (the “Code”)describes the process by which potential development agreements will be considered,including the required content for any application and agreement;and WHEREAS,the Parties previously entered into a development agreement in accordance with the Florida Local Government Development Act,as implemented by Section 4-606 of the Code;said development agreement was approved by the Clearwater City Council on August 4, 2022 by Resolution No.22-15,and subsequently recorded in Official Records Book 22172,Page 916 in the Public Records of Pinellas County,Florida (the “Original Development Agreement”); and WHEREAS,the Developers have requested that the project approved in the Original Development Agreement be modified as follows: •To revise the City Hall Project to a multifamily residential project containing 400 dwelling units in a single tower; •To revise the minimum required parking ratio to 1.1:1 for 440 parking spaces; •To revise the City Hall Project requirements to provide that fifty percent (50%)of the parking spaces may be above-ground but not visible from Osceola Avenue (but may be visible from Coachman Park); •To clarif~’that the rate and schedule of impact fees in effect upon the date of execution of the Original Development Agreement will apply to the City Hall Project and the Harborview Project; •To revise the Original Development Agreement to remove provisions relating to the construction and funding ofthe Pedestrian Bridge and to reserve the right of the Buyers to request future CRA funding for the construction of a pedestrian bridge or walkway; 1 •To revise the purchase price for the City Hall Site to Three Million Four Hundred Fifty Thousand Dollars and 00/100 Cents ($3,450.000.00); •To provide up to Two Million Two Hundred Fifty Thousand Dollars and 00/100 Cents ($2,250,000.00)in CRA funding at Substantial Completion,or upon commencement of construction if closing occurs no later than March 1,2026; •To provide an additional One Million Dollars and 00/100 Cents ($1,000,000.00)in CRA funding as an incentive grant to be paid upon commencement of construction if closing occurs no later than March 1,2026; •To provide for up to six (6)Two (2)-month closing extensions at a cost of Two Hundred Thousand Dollars and 00/100 Cents ($200,000.00)each; •To establish December 31,2028 as the date of Substantial Completion,subject to extension for Events of Force Majeure and Governmental Delay; •To provide for liquidated damages in the amount of One Million Dollars and 00/100 Cents ($1,000,000.00)if Substantial Completion is not achieved by December 31, 2028,subject to extensions for Events of Force Majeure and Goverm~enta1 Delay, which Liquidated Damages shall be secured,at Purchaser’s option,by any of the following:cash collateral from Purchaser or a provision for payment ofthe same to the City from the contractor under the Construction Agreement; •To provide that the City will be an additional insured in insurance policies for the City Hall Project and the Harborview Project with the same insurance amounts as Purchaser; •To provide for indemnification of the City in an amount of up to maximum amount of Five Hundred Thousand Dollars and 00/100 Cents ($500,000.00)for any legal challenges related this Amendment;and •To provide for any other changes necessary to conform the Development Agreement with the terms and conditions of this Amendment. (the “Amended Project”);and WHEREAS,the City and the Developers desire to amend certain terms and provisions of the Original Development Agreement as more fully set forth herein below. NOW,THEREFORE,in consideration of the foregoing Recitals,the parties hereto agree as follows: Section 1.Recitals.The above recitals are true and correct and are a part of this First Amendment. Section 2.Incorooration of the Act.This Amendment is entered into in compliance with and under the authority of the Code and the Act,the terms of which as of the date of this Amendment are incorporated herein by this reference and made a part of this Amendment.Words used in this Amendment without definition that are defined in the Act shall have the same meaning in this Amendment as in the Act. 2 Section 3.Amendments to Development Agreement.Notwithstanding anything contained in the Original Development Agreement to the contrary,the Original Development Agreement shall be amended as follows and all other references in the Original Development Agreement and exhibits regarding the Amended Project shall be consistent with the following: a.Article I,Section 1.01 “Definitions”,subparagraph (1)“Concept Plan”shall be amended to strike the reference to application DVA2022-0600 1 and to replace the conceptual plans for the City Hall Project attached as Exhibit “C”to the Original Development Agreement with the conceptual plans and designs attached to this Amendment as Exhibit “C-l”,with the amended subparagraph to provide as follows: “(1)“Concept Plan”means:(I)with reference to the Harborview Project,the conceptual plans and designs for the Harborview Project attached to the Original Development Agreement;and (2)with reference to the City Hall Project,the conceptual plans and designs attached to this Amendment and made part hereof as Exhibit “C-1”.For the sake of clarity,it is intended that this Amendment only modi&the design of the City Hall Project and not the Harborview Project.” b.Article I,Section 1.01 “Definitions”,subparagraph (mm)“Pedestrian Bridge”shall be deleted in its entirety. c.Article I,Section 1.01 “Definitions”,subparagraph (tt)“Purchase and Sale Agreement(s)”shall be amended to modif~’the purchase price for the City Hall Site to Three Million Four Hundred Fifty Thousand Dollars and 00/100 Cents ($3,450,000.00). d.Article IV,Section 4.04 “Minimum multi-family housing stock”shall be amended by deleting the section in its entirety and replacing in lieu thereof the following: “Section 4.04 Minimum multi-family housing stock.Recognizing the urgent need to significantly increase the supply of housing options within the City,Gotham through its Affiliate entities shall cause the construction of at least four hundred (400)attached dwelling units on the City Hall site.Any site plan or site plan amendment that contemplates fewer than four hundred (400)units on the site,or a building permit submittal that contemplates fewer than four hundred (400)dwelling units on site,will be considered a breach of this Agreement and not considered by the City for approval.Upon receipt of a site plan application,amended site plan application,or building pennit submittal in violation of this section,the City may choose,without penalty,to terminate this Agreement as to the City Hall Site.” e.Article IV,Section 4.08 “Maximum density and intensity”shall be amended by deleting the section in its entirety and replacing in lieu thereof the following: “Section 4.08 Maximum density and intensity.The City Hall Site shall be developed with up to 153.85 units per acre,or four hundred (400)attached dwellings;and up to twelve 3 thousand,four hundred (12,400)square feet of commercial space,which is currently estimated at 0.027 FAR.The maximum density at the Harborview Site shall include up to one hundred twenty-four (124)dwelling units per acre or one hundred fifty-eight (158) overnight accommodation units and up to twenty-one thousand (21,000)square feet of commercial space and an FAR of O.36l.~~ f.Article IV,Section 4.09 “Public Amenities Incentive Pool”shall be amended by deleting the Section in its entirety and replacing in lieu thereof the following: “Section 4.09 Public Amenities Incentive Pool.The maximum density and intensity includes an allocation from the Downtown Plan Public Amenities Incentive Pool of 211 dwelling units for the City Hall property and 29 dwelling units (which equates to 36 overnight accommodation units2)for Harborview.These allocations shall be reviewed and decided by the Community Development Board (the “CDB”)pursuant to a Flexible Development Application in conjunction with site plan approval.In anticipation of receiving the additional units described in the Downtown Redevelopment Plan,and in return for such amenities,the City agrees to support the Developers’request for this allocation,and to recommend approval to the CDB.” g.Article IV,Section 4.11 “Maximum Height”shall be amended to revise the maximum height for the City Hall Project from two hundred eighty-nine (289)feet to two hundred ninety-five (295)feet as defined by the Code,with the amended section to provide as follows: “Section 4.11 Maximum height.Maximum height for the Harborview Project is one hundred fifty-seven (157)feet for the hotel,and fifty-three (53)feet for any other building or structure on the site,all as defined by the Code.Maximum height for the City Hall Project is two hundred ninety-five (295)feet as defined by the Code.” h.Article IV,Section 4.12 “Parking”shall be amended by deleting the Section in its entirety and replacing in lieu thereof the following: “Section 4.12.Parking.The Project shall include a minimum of four hundred forty 440 parking spaces at the City Hall Site (or a ratio of 1.1:1 parking spaces,whichever is greater).These City Hall Site parking spaces shall be within a parking garage that shall be constructed to include approximately 50%of the spaces above ground and 50% subterranean spaces.The above ground spaces shall be designed so that they are not visible from Osceola Avenue,but may be visible from Coachman Park. For purposes of this Agreement and consistent with the City Code,the actual density and intensity is calculated pursuant to sec.3-902(F)and this Agreement reflects the actual non-residential area proposed. 2 The Downtown Plan allows for a residential density of 75 units/acre in the Downtown Core and a density of 95 units/acre for Overnight Accommodations. 4 The Harborview Site shall include the Code required3 parking which is anticipated to be one hundred nineteen (119)parking spaces at the former Harborview Site plus an additional fifty (50)spaces for the benefit of the City at the Harborview Site for a total of one hundred sixty-nine (169)spaces.The Harborview Site parking garage will be subterranean.” i.Article VI,Section 6.03 “Dedication of the Pedestrian Bridge”shall be deleted in its entirety,without substitution. j.Article VII,Section 7.01 “Conditions precedent to closing on the City Hall site” shall be amended to modify the date for completion of the conditions precedent of December 31, 2024 to March 1,2026,subject to extension by Force Majeure Event,Governmental Delays,or extended pursuant to Section 7.03 of this Agreement. k.Article VII,Section 7.03 “Extension of Closing”shall be amended to provide up to six (6)extension of Closing periods for the City Hall Project,with the amended section to provide as follows: “Section 7.03 Extension of Closing. ~Extension of Closing for the Cliv Hall Site.The Parties recognize that additional time may be necessary to close pursuant to the Purchase and Sale Agreement. Notwithstanding anything contained herein to the contrary,and provided that Developer is using Commercially Reasonable Efforts to obtain approval of any necessary permits,the Developer shall be entitled to up to six (6)additional extensions of sixty (60)days each by delivering written notice thereof prior to March 1,2026 or the date ofthe immediately prior exercised extension period,as applicable,and submitting payment to the City a non refundable,additional sum of Two Hundred Thousand Dollars and 00/100 Cents ($200,000.00)for each extension option,as more fully set forth in the Purcl~ase and Sale Agreement. j~Extension of Closing for the Harborview Site.The Parties recognize that additional time may be necessary to close pursuant to the Purchase and Sale Agreement. Notwithstanding anything contained herein to the contrary,and provided that Developer is using Commercially Reasonable Efforts to obtain approval of any necessary permits,the Developer shall be entitled to an extension of ninety (90)days by delivering written notice thereofprior to December 31,2024,and submitting payment to the City ofa nonrelhndable, additional sum of Two Hundred Thousand Dollars and 00/100 Cents ($200,000.00),as more fully set forth in the Purchase and Sale Agreement,as amended.” 1.Article VII,Section 7.04 “Site plan review,Building Permit,and Closing”shall be amended to modify the date for closing for the City Hall Site from December 31,2024 to March 1,2026,subject to extension in the event of Force Majeure Event or Governmental Delay. m.Article VII “Required Permits and Project Schedule”shall be amended to add a new Section 7.09 “Community Redevelopment Area Grant”which shall read as follows: The Code requires a minimum parking ratio of 1 parking space per unit for attached dwellings in the Downtown Core and 0.75 spaces to one overnight accommodation unit in the Downtown Core,as may be adjusted by the terms of the Code. 5 Section 7.09 Community Redevelopment Area Grant for City Hall Project.The City and the Developer expect that City Hall Project,during and after construction,will provide necessary or desirable public benefits,including public infrastructure,public improvements, increased employment opportunities,and other economic benefits for the City and its residents. Accordingly,the City agrees that its CRA shall provide a grant ofTwo Million Two Hundred Fifty Thousand Dollars and 00/100 Cents ($2,250,000.00)in Community Redevelopment Area funding (the “CRA Grant”)to Developer upon Substantial Completion.In order to incentivize the timely delivery of the Project,the City further agrees that if the Closing shall occur by March 1,2026, the amount of the CRA Grant shall be increased by One Million Dollars and 00/100 Cents ($1,000,000.00)for a total CRA Grant ofThree Million Two Hundred Fifty Thousand Dollars and 00/100 Cents ($3,250,000.00),which shall become payable upon the commencement of construction,rather than at Substantial Completion.” n.Article VII “Required Permits and Project Schedule”shall be amended to add a new Section 7.10 “Time for Completion;Liquidated Damages;Performance Security for Payment of Liquidated Damages”which shall read as follows: “Section 7.10 City Hall Project Time for Completion;Liquidated Damages; Performance Security for Payment of Liquidated Damages.The Developer will be responsible for complying with a Project Schedule that includes a date of Substantial Completion for the City Hall Project that is no later than December 31,2028.The City and the Developer acknowledge and agree that if Substantial Completion is not achieved by December 31,2028,subject to extensions for Events of Force Mczjeure and Governmental Delay,then the Developer shall be responsible for payment to the City of liquidated damages in the amount of One Million Dollars and 00/1 00 Cents ($1,000,000.00),which Liquidated Damages shall be secured,at Purchaser’s option,by any of the following:cash collateral from Purchaser or a provision for payment of the same to the City from the contractor under the Construction Agreement.The City and the Developer acknowledge and agree that due to the unique nature of the City Hall Project,it will be difficult or impossible to ascertain the precise amount of delay damages which the City may incur. Accordingly,the City and the Developer agree that the amount set forth in this Section 7.10 represents a fair and reasonable estimate thereof and constitutes liquidated damages and not a penalty.” o.Article IX,Section 9.05 “Pedestrian Bridge”shall be deleted in its entirety,without substitution. p.Article IX,Section 9.06 “Impact fees and Utility Connection Fees”shall be deleted in its entirety and substituted with a new section 9.06 that clarifies that all fees shall be calculated based upon the rate and schedule effective on the date of the execution of the Original Development Agreement,which shall read as follows: “Section 9.06 Impact Fees and Utility Connection Fees.To ensure continued high quality Public Utility service,and in furtherance of the City’s continued investment in multi-modal transportation,all impact fees (including Mobility fees and Parks and Recreation fees)and necessary connection fees due to the City will be paid by the CRA on the Developers’behalf at the rate and schedule effective on the date of the execution of the original Development 6 Agreement.The Parties acknowledge the CRA’s approval of this expenditure on July 18, 2022,which will be paid pro rata directly to the City by the CRA at time ofpermit issuance.” q.Article IX shall be amended to add a new Section 9.19 which shall read as follows: “Section 9.19 Insurance Provisions for City Hall Project.With respect to the City Hall Project,the Developer shall provide,pay for and maintain for the duration of this Agreement all insurance of the types and in the amounts it deems necessary,and all such policies of insurance shall provide that the City is an additional insured as to the operations of the Developer,and shall provide the severability of interest provision.Such insurance shall be from responsible companies eligible to write business in the State of Florida and reasonably acceptable to the City.The insurance coverages and limits must be evidenced by properly executed certificates of insurance on Acord fonns issued by insurance companies which are to be furnished to the City.The Developer shall give written notice in the event of any proposed termination in insurance within five (5)business days after the Developer becomes aware of the same.” r.Article IX shall be amended to add a new Section 9.20 which shall read as follows: “Section 9.20 Indemnification in the Event of Third Party Legal Challenge to the Amendment of the Development Agreement.In the event of any third party legal challenge to this Amendment,subject to Florida Statute §768.28,the Developers and their successors and assigns shall indemnify,defend,reimburse,and hold harmless the City,its successors and assigns,and its/their directors,officers,employees,agents,stockholders, and affiliates,from and against any and all claims,demands,losses,damages,actions, causes of action,costs and expenses,including reasonable attorney’s fees for injury,death, and damage arising from the approval of this Amendment up to a maximum amount of Five Hundred Thousand Dollars and 00/100 Cents ($500,000.00).” Section 4.No Further Amendment.The Parties agree that except as otherwise specifically modified in this First Amendment,the Original Development Agreement has not been modified, supplemented,amended,or otherwise changed in any way and the Original Development Agreement remains in full force and effect between the Parties as modified by this First Amendment.The Parties further agree that the Buyers shall make no further requests for modifications to the concept,the timelines for closing and construction,or the timing or amount of public funding for either the City Hall Project or the Harborview Project (collectively,the “Substantial Project Changes”).In addition to this written commitment,the Parties acknowledge that Dustin DeNunzio from the DeNunzio Group and David Picket from Gotham Property Acquisitions attended the public meeting on February 1,2024 at which the City Council approved the amended Purchase and Sale Agreement,and publicly affintied the commitment to the City Council that no further Substantial Project Changes shall be requested by either Developer. Notwithstanding the previous two sentences,the Developers reserve the right to make the following requests: (1)requests for amendments or modifications relating to the servicing and administration of City and CRA funds if said request does not impact the amount of funding or require the City 7 or CRA to disburse any funds to the Buyers at an earlier point in time than those specified in this Agreement; (2)requests for additional CRA funding for the construction of a pedestrian bridge or elevated walkway that will serve as a free amenity to the general public and connect the Old City Hall Site to the Harborview Site;and (3)requests for changes that are not Substantial Project Changes. Section 5.Miscellaneous.In the event of a conflict between the Original Development Agreement and this Amendment,this Amendment shall control and govern.This Amendment shall not be effective unless fully executed by the each of the parties hereto. Section 6.Remaining Provisions Enforceable.Ifany provision ofthis Amendment shall be found invalid, illegal or unenforceable by a court of competentjurisdiction,the validity,legality and enforceability ofthe remaining portions hereof shall in no way be affected or impaired. Section 7.Authority.Each party represents and warrants that it has the power and authority to execute this Amendment and that there are no third-party approvals required to execute this Amendment or to comply with the terms or provisions contained herein. Section 8.Counterparts.This Amendment may be executed in counterparts,each of which will be deemed an original,and both of which together shall be deemed to constitute one and the same instrument.Each of the parties hereto shall be entitled to rely upon a counterpart of the instrument executed by the other parties and sent by facsimile transmission or other electronic format. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date set forth above. 8 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT Countersigned:THE CITY OF CLEARWATER,FLORIDA, a Florida municipal corporation. _______________________By:___________ Bruce Rector Jennifer Poirrier Mayor City Manager Date:_______________________Date:________ Approved as to form:Attest: David Margolis Rosemarie Call City Attorney City Clerk Date:_________________________Date:_________ 9 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT DEVELOPER: GOTHAM PROPERTY ACQUISITIONS,LLC a New York limited liability company By:~r b4ic~ Bryan ly J Its:c~4~1~e s~ STATE OF ___________ COUNTY OF ___________ The foregoing instrument was acknowledged before me by means of ~physical presence or U online notarization,this 21 day of ~3Y ,2024 by Bryan Kelly,as f~4vviu4 LIt~k1vatj of GOTHAM PROPERTY ACQUISITIONS,LLC,a New York limited liability company,on lYehalfbf the said company,who is Jl~1 personally known to me or U has produced a valid driver’s license as identification. [Notary Seal]Notary Public PrintName:1-LSC~6v<citiino MyCommissionExpires:iii \ZJi 2024 10 DRAWING INDEXLOCATION MAPNORTHBLUFF RESIDENTIALA-000 COVER SHEETA-003 BELOW GRADE PARKING PLANA-006 TYPICAL FLOOR PLAN - LEVELS 3-18112 S OSCEOLA AVE.CITY OF CLEARWATERPINELLAS COUNTY, FLORIDAA-004 LEVEL 1 PLAN - AT GRADEA-005 LEVEL 2 - AMENITY LEVEL PLANA-007 TYPICAL FLOOR PLAN - LEVELS 19-28A-008 ROOFTOP AMENITY PLAN - LEVEL 29A-009 ENLARGED TYPICAL PLANSA-010 CONCEPTUAL SECTION A-011 ELEVATIONA-012 ELEVATIONA-013 ELEVATIONA-014 ELEVATIONA-015 CONCEPTUAL RENDERINGSA-016 CONCEPTUAL RENDERINGSA-017 CONCEPTUAL RENDERINGSA-018 CONCEPTUAL RENDERINGSPIERCE STS OSCEOLA AVE A-019 CONCEPTUAL RENDERINGSA-020 CONCEPTUAL RENDERINGSA-001 OVERALL SITE PLANA-002 SITE PLANA-021 CONCEPTUAL RENDERINGSA-022 CONCEPTUAL RENDERINGSA-023 CONCEPTUAL RENDERINGSA-024 CONCEPTUAL RENDERINGSA-025 CONCEPTUAL RENDERINGSBluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. 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PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNLEVEL ONE PLAN- AT-GRADEA-004NLEVEL ONE PLAN -AT GRADE1:501 SARTFDCGREEN ROOFROOF OFCOMMERCIALBELOWCAFE AWNINGAMENITY&POOLTERRACE~19,075 SF(EXT ONLY/GARAGEROOF)LOBBYT M1-1BR+8504-1BR7852 - 2BR1,1003-2BR1,200AMENITYW/MMECHANICAL SPACES& BOH POOL3,300 SFPLANTEREXTENT OF PARKINGBELOWPARKINGBELOWBUILDINGBELOWEASEMENTS OSCEOLA AVENUEPIERCE STREET BUILDING STEPBACK Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. 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USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNA-016WEST VIEW OF PROPOSED PROJECT NTS1CONCEPTUALRENDERINGS Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNA-017NTS1VIEW FROM PARK OF PROPOSED PROJECT CONCEPTUALRENDERINGS Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNA-018NTS1CONCEPTUALRENDERINGSPIERCE ST OF PROPOSED PROJECT VIEW FROM S OSCEOLA AVE AND Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-019NTS1VIEW FROM S OSCEOLA AVE OF PROPOSED PROJECT Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-020NTS1PARK ACCESS PLAZA OF PROPOSED PROJECT VIEW FROM S OSCEOLA AVE AND Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-021NTS1PARK ACCESS PLAZA OF PROPOSED PROJECT Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-022NTS1SOUTH VIEW FROM PIERCE ST Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-023NTS1SOUTHEAST VIEW Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-024NTS1NORTHEAST VIEW Bluffs ResidentialISSUED DRAWING LOG:PROJECT NO:THE INFORMATION HEREON IS THE PROPERTY OFBEHAR PETERANECZ, INC. USE, DUPLICATION ORTRANSMITTAL WITHOUT WRITTEN PERMISSION ISPROHIBITED.BeharPeteranecz ARCHITECTURE INTERIORS112 S. OSCEOLA AVE. CLEARWATER, FLORIDA 2430 TERMINAL DRIVE SOUTH | ST. PETERSBURG, FLORIDA 33712 (727) 800-5300 | ARCHITECTUREBP.COM | AA26001704 IB26001074DRAWING TITLE:ISSUE DATE:SHEET NUMBER:14 MARCH 2024ISTVAN L. PETERANECZAR94533FLORIDA23.009EDITION:CONCEPT DESIGNCONCEPTUALRENDERINGSA-025NTS1NORTHWEST VIEW |1CITY OF CLEARWATER DVA2022-06011A 50 North Osceola Avenue & 112 South Osceola Avenue |2CITY OF CLEARWATER Location |3CITY OF CLEARWATER Approved Conceptual Site Plans |4CITY OF CLEARWATER Plan Renderings - Harborview Site |5CITY OF CLEARWATER Renderings - City Hall Site |6CITY OF CLEARWATER Issues Contributing to First Amendment to Development Agreement •Increases In Interest Rates •Increases In Insurance Premiums •Escalating Construction Costs •Findings Of Geotechnical Report |7CITY OF CLEARWATER Amended City Hall Site Proposal •2.6 Acres – Proposed Building With Podium & One Tower •400 Attached Residential Units & 12,400 SF Commercial Uses (Retail, Food & Beverage) •295’ In Height •Site Density – 153 UPA (75 UPA Allowed) •Site Intensity - FAR – 0.027 (4.0 Allowed) •211 Unit Request From Public Amenities Incentive Pool •440 Space Parking Garage – 50% Above Ground But Concealed From Osceola |8CITY OF CLEARWATER Pierce St. Water’s Edge Coachman Park South Osceola Ave. CommercialResidentialTowerGreenRoof Linear Plaza to Park |9CITY OF CLEARWATER Proposed Rendering View from S. Osceola Ave. |10CITY OF CLEARWATER Retail/Linear Plaza From S. Osceola Ave. |11CITY OF CLEARWATER View of Parking From Pierce St. View From Coachman Park |12CITY OF CLEARWATER |13CITY OF CLEARWATER Key Development Agreement Amendment Provisions INCORPORATES NEW CONCEPT PLAN FOR CITY HALL WITH REDUCED DENSITY & INTENSITY & PUBLIC AMENITIES INCENTIVE POOL REQUEST & INCREASED PARKING RATIO ALLOWS 50% OF PARKING TO BE LOCATED ABOVE GROUND PROVIDES FOR PURCHASE PRICE OF $3.5M FOR CITY HALL EXTENDS SUBSTANTIAL COMPLETION DATE TO 12-31-28 PROVIDES FOR LIQUIDATED DAMAGES OF $1M IF NOT SUBSTANTIALLY COMPLETEDBY 12-31-28 |14CITY OF CLEARWATER Key Amendments To Development Agreement Provisions Removes Provisions Relating To Construction & Funding Of Pedestrian Bridge Provides CRA Incentive Of $2.25M at Substantial Completion Provides CRA Incentive Of $1M If Closing Occurs By 3.1.26 Provides Up To Six (6) Two- Month Closing Extensions But Obligates Developer To Pay City $200,000 For Each |15CITY OF CLEARWATER Consistent with Adopted Plans & Ordinances Complies With Standards & Criteria Of CDC Section 4-606 Consistent With & Furthers Clearwater Comprehensive Plan Consistent With Clearwater Downtown Redevelopment Plan Revised Conceptual Plan Consistent With Provisions Of CDC |16CITY OF CLEARWATER Questions? Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0569 Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 7.4 SUBJECT/RECOMMENDATION: Continue to June 6, 2024: Approve the request to vacate a utility easement defined as the westerly 5 feet of a rear drainage utility easement in lot 10, Block 4, Woodvalley Unit No. 5, a subdivision according to a recorded Plat Book 68, Page 32, in the public records of Pinellas County, Florida and pass Ordinance 9767-24 on first reading. SUMMARY: Page 1 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0570 Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 7.5 SUBJECT/RECOMMENDATION: Continue to June 6, 2024: Approve the request to vacate an easement defined as the south 5 foot utility easement of Lot 31, Block c, less the west 10 feet, and the north 5 foot utility easement, of lot 32, block c, less the west 10 feet, as recorded in Plat Book 66, Page 16, Sall’s Lake Park, of the public records of Pinellas county, Florida and pass Ordinance 9768-24 on first reading. SUMMARY: Page 1 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0571 Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 7.6 SUBJECT/RECOMMENDATION: Continue to June 6, 2024: Approve the request to vacate an easement defined as the northern 10 feet of lots 12 and 13, Block 19, Milton Park replat as recorded in plat book 10, page 28 and under OR Book 3750, Page 354, of the public records of Pinellas County, Florida and pass Ordinance 9769-24 on first reading. SUMMARY: Page 1 City of Clearwater Printed on 5/14/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0551 Agenda Date: 5/16/2024 Status: Public HearingVersion: 2 File Type: Action ItemIn Control: Council Work Session Agenda Number: 7.7 SUBJECT/RECOMMENDATION: Affirm or Rescind the FDOT Drew Street Project. SUMMARY: Page 1 City of Clearwater Printed on 5/14/2024 SR 590/Drew Street 2023 Traffic Analysis Update City of Clearwater Presnetation May 13, 2024 SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 2 Project History SPRING: City requests Drew St lane repurposing (project) concept plan through MPO Complete Streets Grant Program SEP: City Council recommends lane repurposing and approves project concept plan JUN: MPO prioritizes corridor study for state/federal funding SEP: MPO public comment on project OCT: MPO presentation by City Staff updating project concept plan OCT: MPO public comment on project NOV: FDOT, MPO, City meeting on project JAN: MPO public comment on project JUN: MPO prioritizes project for state/federal funding JUL: FDOT implements improvements to close remaining corridor sidewalk gaps SEP: FDOT, MPO, City meeting on project OCT: MPO Board project status update NOV: MPO letter supporting project in FDOT 5-Year Tentative Work Program (TWP) NOV: FDOT presents project update to City at Council Work Session DEC: FDOT tentatively funds project in FY 24 (TWP) FEB: MPO public comment on project FEB: City Council adopts Resolution 22-07 to lower speed limit FEB: MPO and FDOT perform Walk Audit of corridor MAR: MPO public comment on project JUL: FDOT Work Program Adopted, project allocated funds in FY 24 MAR: City Council update on project APR: MPO update on project APR: FDOT project update to City Council and request for City Letter of Support for project JUL: Legislative request of FDOT to complete reanalysis of traffic data JUL: MPO update on project AUG: City Council update on project 2017 2018 2019 2020 2021 2022 2023 SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Updated travel demand model Incorporated recent and upcoming development Included pedestrian-only facility on Cleveland Street Performed extensive subarea model calibration to refine 2045 forecasting Updated 2021 traffic counts with 2023 traffic counts Produced preliminary 2045 Build & No-Build AADTs Present updated findings to City Staff Progress to Date SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 35 mph 4 Lane Undivided 4 Lane Divided 40 mph Drew Street Study Corridor Study Area SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Alternatives No Build Build 4 Lane Undivided 2 Lane Divided SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 RECENT AND UPCOMING DEVELOPMENTS SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Site A: New City Hall Site B: Harborview Bluffs Site C: Old City Hall Bluffs Multifamily Site D: 645 Chestnut Site E: Drew/Garden A D C B E Recent and Upcoming Developments SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 CLEVELAND STREET PEDESTRIAN ZONE SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Osceola Avenue to Garden Avenue Cleveland St and Osceola Ave as of March 2023 Cleveland St and Fort Harrison Ave as of March 2023 Cleveland St and Garden Ave as of March 2023 Cleveland Street Pedestrian Zone SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 UPDATED TRAFFIC DATA SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Traffic Count Comparison 600 3,100 5,450 12,700 13,900 18,500 21,900 22,100 22,300 25,000 25,350 26,900 760 4,000 6,300 12,100 13,900 20,200 19,600 20,000 19,800 21,600 22,300 22,500 0 5,000 10,000 15,000 20,000 25,000 30,000 SR 590/Drew Street Traffic Counts: 2021 v. 2023 2021 Counts 2023 Counts On average, 2021 counts were 1,200 vehicles higher than 2023 counts SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 PRELIMINARY RESULTS SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Anticipated Traffic Forecasts: Drew St - Build FDOT Target LOS 18,480 Roadway Capacity 25,200 4,700 16,300 14,000 14,100 11,600 6,100 11,600 19,100 18,200 15,700 0 5,000 10,000 15,000 20,000 25,000 30,000 N Osceola Ave to N Myrtle Ave N Myrtle Ave to NE Missouri Ave NE Missouri Ave to N Betty Ln N Betty Ln to N Highland Ave N Highland Ave to N Keene Rd Lane Repurposing Report Updated Forecast SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 42,000 39,000 41,000 43,500 52,500 500 1,000 2,000 2,500 0 10,000 20,000 30,000 40,000 50,000 60,000 N Fort Harrison Ave to N Myrtle Ave N Myrtle Ave to N Missouri Ave N Missouri Ave to N Highland Ave N Highland Ave to N Lake Dr N Lake Dr to N Keene Rd SR 60 Traffic Forecasts No Build Traffic Diverted Traffic Anticipated Traffic Forecasts: SR 60 Level of Service C D E FNo Build Build SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 1,400 8,500 8,300 5,000400 1,100 700 1,400 -1,000 1,000 3,000 5,000 7,000 9,000 11,000 13,000 15,000 N Fort Harrison Ave to N Myrtle Ave N Myrtle Ave to N Missouri Ave N Missouri Ave to N Highland Ave N Highland Ave to N Keene Rd Cleveland Street Traffic Forecasts No Build Traffic Diverted Traffic Anticipated Traffic Forecasts: Cleveland St Level of Service C*D E FNo Build Build * LOS C not attainable for two-lane C4 roadways SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 2,400 4,900 300 300 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 N Myrtle Ave to N Betty Ln N Betty Ln to N Highland Ave Palmetto Street Traffic Forecasts No Build Traffic Diverted Traffic Anticipated Traffic Forecasts: Palmetto St No Build Build * LOS C not attainable for two-lane C4 roadways Level of Service C*D E F SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1N Osceola AveN Fort Harrison AveN Myrtle AveN MLK Jr AveN Missouri AveN Betty LnN Hillcrest AveN Highland AveN Lake DrBaker AveN Saturn AveN Keene RdNo Build 0.27 0.40 0.44 0.40 0.58 0.43 0.30 0.62 0.31 0.58 0.41 0.78 Build 0.27 0.46 0.50 0.52 0.75 0.69 0.47 0.73 0.41 0.42 0.29 0.76 2045 AM Intersection Results Estimated Volume-to-Capacity RatioCAP-X < 0.75 0.75-0.87 0.88-1.00 ≥ 1.00 SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1N Osceola AveN Fort Harrison AveN Myrtle AveN MLK Jr AveN Missouri AveN Betty LnN Hillcrest AveN Highland AveN Lake DrBaker AveN Saturn AveN Keene RdNo Build 0.27 0.41 0.42 0.35 0.57 0.42 0.31 0.59 0.30 0.50 0.39 0.82 Build 0.27 0.47 0.50 0.48 0.82 0.63 0.52 0.76 0.40 0.42 0.28 0.70 2045 PM Intersection Results Estimated Volume-to-Capacity RatioCAP-X < 0.75 0.75-0.87 0.88-1.00 ≥ 1.00 SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 4.91 4.45 0.00 1.00 2.00 3.00 4.00 5.00 6.00 Build No Build Congested Travel Time (Minutes) A B Drew St From N Osceola Ave to Keene Rd Travel Time Results < 30-second difference SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 Safety Outcomes Improvements are anticipated to reduce crashes by 57% SERIOUS INJURIES FATALITIES TOTAL INJURIES TOTAL CRASHES 7 55 620 1,586 Since 2015, there have been… … on this segment of Drew Street SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 West of Keystone Dr: While in the inside lane, eastbound vehicle 1 swerved and crossed into the outside eastbound lane at an angle where it was struck by vehicle 2. Driver 1 was pronounced deceased on scene. Crash History East of Glenwood Avenue: Westbound vehicle 1, traveling at 53 mph, swerved into oncoming traffic and collided head on with vehicle 2. Unrestrained driver of vehicle 1 was ejected and pronounced deceased on scene. Mar. 2021 N Martin Luther King Jr Avenue: Pedestrian crossing south in the crosswalk on the west leg struck by a vehicle making a northbound left turn under dark, lighted conditions. Pedestrian later succumbed to injuries at the hospital. Jan. 2022 Betty Lane: Bicyclist making southbound right or crossing southbound struck by westbound vehicle traveling through the intersection on a green light. Bicyclist later succumbed to injuries at the hospital. Sep. 2016 West of Booth Avenue: Vehicle 1, traveling westbound in the westbound inside lane collided with a bicyclist traveling eastbound in the same lane. Conditions were dark at the time of crash. Jul. 2017 Duncan Ave: Eastbound vehicle 1 changed from the outside lane to the inside lane and struck vehicle 2. Vehicle 2 became airborne and struck westbound vehicle 3 head on. Driver 2 was pronounced dead on scene. Oct. 2017 West of Missouri Avenue: Pedestrian in an electric wheelchair was crossing Drew Street outside of a crosswalk and was struck by a vehicle traveling westbound in the outside lane. Pedestrian succumbed to injuries. Oct. 2018 Jun. 2017N SR 590 (Drew Street) from North Osceola Avenue to North Keene Road | FPID: 445681-1 22 Questions Liz Winters D7 Transportation Planning Manager 813.975.6499 Elizabeth.Winters@dot.state.fl.us Jensen Hackett D7 Multimodal Project Manager | D7 Bike and Ped Coordinator 813.975.6283 Jensen.Hackett@dot.state.fl.us Kelsey Olinger D7 Government Liaison 813.975.6186 Kelsey.Olinger@dot.state.fl.us Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0190 Agenda Date: 5/16/2024 Status: Public HearingVersion: 1 File Type: Action ItemIn Control: City Manager's Office Agenda Number: 7.8 SUBJECT/RECOMMENDATION: Designate the Clearwater Arts Alliance as the official Arts Alliance for the city of Clearwater and adopt Resolution 24-06. SUMMARY: The Clearwater Arts Alliance (originally called Clearwater Arts Foundation Inc.) was created in 1999 as a 501(c)3 not-for-profit organization and was co-founded by former City of Clearwater Cultural Arts Director Margo Walbot. CAA exists for the primary purpose of advocating, collaborating, fundraising, and bringing visibility to the arts and creating a better community . CAA fulfills the needs of the pubic and city government by organizing local educational art walks, implementing public arts programing, and grant funding. CAA, as a 501(c)3 arts organization, operates mainly within the corporate limits of the City of Clearwater and has never been designated as the official arts alliance recognized by the City of Clearwater. Since 1999, CAA has pioneered initiatives such Pianos for Pinellas, Clearwater Arts Walks, and Arts Education Teacher grants. CAA was responsible for Pinellas County's first signal box wrap program “Thinking Outside the Box”. CAA is expanding its role by assisting the City in projects like revitalizing the 360 sculpture walk along Cleveland St. and organizing an exhibition in the Clearwater Main Library galleries. The City of Clearwater has not recognized any arts organization as the official arts alliance to operate within the corporate limits of the City of Clearwater. Staff agrees and supports the purposes of the Clearwater Arts Alliance as set forth above and recommends that Council designate them as the official arts alliance within the City of Clearwater. Page 1 City of Clearwater Printed on 5/14/2024 Resolution 24-06 RESOLUTION NO. 24-06 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, DESIGNATING THE CLEARWATER ARTS ALLIANCE AS THE OFFICIAL ARTS ALLIANCE FOR THE CITY OF CLEARWATER; PROVIDING AN EFFECTIVE DATE WHEREAS, the Clearwater Arts Alliance (“CAA”) was established and chartered in 1999 in accordance with the laws of the State of Florida as a 501(c)3 not-for-profit organization; and WHEREAS, CAA is dedicated to fostering and promoting the arts in the greater Clearwater area and plays a crucial role in enhancing the cultural vitality of the community. Its mission is to advocate, collaborate, and bring visibility to the arts to create a better community for Clearwater; and WHEREAS, CAA fulfills the needs of its supporters, the public, and various stakeholders by acting as a unifying force for local artists, students of the arts, and arts organizations. CAA actively contributes to artistic activities, exhibits, and performances, fostering collaboration among artistic entities, museums, and educational institutions; and WHEREAS, CAA will fulfill the needs of the City of Clearwater by helping to fundraise for public art within the corporate limits of Clearwater. WHEREAS, CAA predominantly operates within the corporate limits of the City of Clearwater. The City of Clearwater has not designated any arts organization as the official arts alliance within its corporate limits; and WHEREAS, the City of Clearwater agrees and supports the purposes of the Clearwater Arts Alliance as set forth herein; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The City of Clearwater hereby officially designates and recognizes the Clearwater Arts Alliance as the official arts alliance within the corporate limits of the City of Clearwater. Section 2. That the City Clerk is hereby directed to record this Resolution in the Public Records of Pinellas County, Florida. Resolution 24-06 Section 3. That this resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this _____ day of May 2024. CITY OF CLEARWATER, FLORIDA By:_____________________________ Bruce Rector Mayor Approved as to form: Attest: ___________________________ ________________________________ Owen Kohler Rosemarie Call Lead Assistant City Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0558 Agenda Date: 5/16/2024 Status: Public HearingVersion: 2 File Type: Action ItemIn Control: Public Works Agenda Number: 7.9 SUBJECT/RECOMMENDATION: Approve a purchase order to United Rentals (North America) Inc. for the rental of eight portable pumps for term June 1, 2024 through August 27, 2024, with an optional three-month extension, valid November 30, 2024, if the underlying contract is renewed in the total not-to-exceed amount of $139,176, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), piggyback, and authorize the appropriate officials to execute same. SUMMARY: Given the increased sea levels, with hurricane season rapidly approaching and based upon the successful results of the initial supplemental stormwater pump deployment on North Beach, it is staff’s desire to ensure that supplemental stormwater pumps are deployed and ready for service at each of the eight gravity stormwater outfalls on North Beach. On April 29, 2024, City Council approved the purchase of four portable pumps from MWI Corporation. With hurricane season quickly approaching, rental pumps are necessary to reduce overload and surcharge of the stormwater conveyance by pumping stormwater discharge versus relying on gravity flow, which is impossible during periods of high tides. The current rental pumps are deployed at four intersections of Bay Esplanade and Bruce Ave., Carlouel Dr., Laurel, and Gardenia streets until the purchased pumps can be delivered. The current rental pump term is approaching its expiration and cannot be extended. Public Works is awaiting a delivery date of the new purchased pumps. To ensure continuous pumping operations, multiple “cooperative-qualified” vendors were contacted for pump availability and pricing to provide eight 4-in. rental pumps during the time gap. United Rentals provided two separate quotes for the eight pumps. The proposals are a piggyback off Sourcewell contract #062320-URI valid through August 27, 2024, with the option for a one-year renewal. Public Works anticipates pump rental through August 27, 2024, with a 3-month renewal through November 30, 2024 included to cover a worst-case scenario, a delayed delivery of the purchased pumps. The 6-month total rental is $139,176. Public Works is aware that if the Sourcewell contract does not renew for the additional one-year term, the Public Works contract would be terminated on August 27, 2024, and Public Works would need to be find an alternate option. If an additional rental term is needed, Public Works will bring a request for an increase to Council for approval. APPROPRIATION CODE AND AMOUNT: ENST180001-CONS-MATRLS $139,176.00 Funds are available in Capital Improvement Project 319-ENST180001, Storm System Improvements, to fund this purchase order. STRATEGIC PRIORITY: 1.2 Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. Page 1 City of Clearwater Printed on 5/14/2024 RENTAL QUOTE Page: 1 RENTAL ITEMS: _____ ___________ _______________________________________ _____________________________________________ _______________ Qty Equipment Description Minimum Day Week 4 Week Estimated Amt. 4 5201005 PUMP 4" DBA-SILENCER VAC ASSIST - DIESEL 260.00 782.00 2,055.00 8,220.00 4 536/2920 HOSE 4X20 RUBBER SUCTION - CAMLOCK 29.00 78.00 140.32 561.28 8 536/6820 HOSE 4X50 RUBBER DISCHARGE - CAMLOCK 37.00 80.00 159.49 1,275.92 4 545/1105 STRAINERS (ALL SIZES) 3.00 11.00 35.20 140.80 4 5231010 WIRELESS TELEMETRY MESSENGER SYSTEM 50.00 50.00 100.00 200.00 800.00 Rental Subtotal: 10,998.00 SALES/MISCELLANEOUS ITEMS: _______ ______________________________________________________________ _____________ _________________ _______________ Qty Item Price Unit of Measure Extended Amt. 1 DELIVERY CHARGE 300.000 EACH 300.00 1 PICKUP CHARGE 300.000 EACH 300.00 Sales/Misc Subtotal: 600.00 Agreement Subtotal: 11,598.00 Estimated Total: 11,598.00 COMMENTS/NOTES: CONTACT: EDWARD WYLMES CELL#: 727-294-3170 SOURCEWELL BASED CONTRACT 062320 URI CITY OF CLEARWATER 100 S MYRTLE AVE CLEARWATER FL 33756-5520 Office: 727-562-4890 Job: 727-339-2151 CITY OF CLEARWATER PO BOX 4748 FINANCIAL DEPARTMENT CLEARWATER FL 33758-4748 BRANCH I401731 TAPPAN BLVDTAMPA FL 33619-3001813-685-9944 # 233327656 Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Customer # :Quote Date :Estimated Out :Estimated In :UR Job Loc :UR Job # :Customer Job ID:P.O. # :Ordered By :Written By :Salesperson : 78328905/01/2406/01/24 01:00 PM06/29/24 01:00 PM100 S MYRTLE AVE, CL24 TBDEDWARD WYLMESTOM HOWETHOMAS HOWE RENTAL QUOTE Page: 1 RENTAL ITEMS: _____ ___________ _______________________________________ _____________________________________________ _______________ Qty Equipment Description Minimum Day Week 4 Week Estimated Amt. 4 5201005 PUMP 4" DBA-SILENCER VAC ASSIST - DIESEL 260.00 782.00 2,055.00 8,220.00 4 536/2920 HOSE 4X20 RUBBER SUCTION - CAMLOCK 29.00 78.00 140.32 561.28 8 536/6820 HOSE 4X50 RUBBER DISCHARGE - CAMLOCK 37.00 80.00 159.49 1,275.92 4 545/1105 STRAINERS (ALL SIZES) 3.00 11.00 35.20 140.80 4 5231010 WIRELESS TELEMETRY MESSENGER SYSTEM 50.00 100.00 200.00 800.00 Rental Subtotal: 10,998.00 SALES/MISCELLANEOUS ITEMS: _______ ______________________________________________________________ _____________ _________________ _______________ Qty Item Price Unit of Measure Extended Amt. 1 DELIVERY CHARGE 300.000 EACH 300.00 1 PICKUP CHARGE 300.000 EACH 300.00 Sales/Misc Subtotal: 600.00 Agreement Subtotal: 11,598.00 Estimated Total: 11,598.00 COMMENTS/NOTES: CONTACT: EDWARD WYLMES CELL#: 727-294-3170 SOURCEWELL BASED CONTRACT 062320 URI CITY OF CLEARWATER 100 S MYRTLE AVE CLEARWATER FL 33756-5520 Office: 727-562-4890 Job: 727-339-2151 CITY OF CLEARWATER PO BOX 4748 FINANCIAL DEPARTMENT CLEARWATER FL 33758-4748 BRANCH I401731 TAPPAN BLVDTAMPA FL 33619-3001813-685-9944 # 233367885 Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Customer # :Quote Date :Estimated Out :Estimated In :UR Job Loc :UR Job # :Customer Job ID:P.O. # :Ordered By :Written By :Salesperson : 78328905/02/2406/01/24 10:00 AM06/29/24 10:00 AM100 S MYRTLE AVE, CL24 TBDEDWARD WYLMESTOM HOWETHOMAS HOWE 062320-URI Rev. 2/2020 1 Solicitation Number: RFP #062320 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and United Rentals (North America) Inc., 100 First Stamford Place, Suite 700, Stamford, CT 06902 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires August 27, 2024 unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in            062320-URI Rev. 2/2020 2 Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY.The following warranties apply: For equipment rentals by a Participating Entity, Vendor warrants that upon delivery the equipment rented hereunder will be in good working condition. If the equipment is not in good working condition upon delivery, Vendor shall promptly repair or replace the equipment at its sole cost and expense. If the equipment requires repair or replacement during the rental period, Vendor will promptly repair or replace the equipment at its sole cost and expense; provided, however, if the repair or replacement is necessary due to Participating Entity’s abuse, misuse, or neglect, then Participating Entity will be responsible for the cost of such repair or replacement. EXCEPT AS SET FORTH HEREIN VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE RENTAL OF EQUIPMENT. For equipment purchases by a Participating Entity, the only warranty provided with the equipment sold herein is the warranty provided by the original equipment manufacturer (“OEM”). Vendor will pass through all warranties, to the extent allowable, that the OEM provides. If a warranty claim is approved by the OEM and the OEM authorizes Vendor to repair or replace the equipment, Vendor will do so. ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. For services provided to a Participating Entity, Vendor warrants the services will be performed in a good and workmanlike manner. The duration of the warranty shall be 30 days after the service is completed. If during the 30-day warranty period the equipment requires additional service, because of defective original service or a defective replacement part(s), then Vendor will re-perform the defective service and/or replace the defective part at its sole cost and expense. If the equipment has been subject to abuse, misuse, or neglect, Vendor shall have no obligation to re-perform the service or replace any part(s). The only warranty on replacement parts provided with Vendor’s service herein is the warranty provided by the original equipment manufacturer (“OEM”). Vendor will pass through all warranties, to the extent allowable, that the OEM provides. If a warranty claim on such replacement part is approved by the OEM and the OEM authorizes Vendor to repair or replace the part, Vendor will do so. EXCEPT AS SET FORTH HEREIN VENDOR DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO REPLACEMENT PARTS AND SERVICE OF EQUIPMENT.            062320-URI Rev. 2/2020 3 C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.            062320-URI Rev. 2/2020 4 C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service            062320-URI Rev. 2/2020 5 Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity’s order.            062320-URI Rev. 2/2020 6 D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).            062320-URI Rev. 2/2020 7 The Report must contain the following fields: x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address; x Customer City; x Customer State/Province; x Customer Zip Code; x Customer Contact Name; x Customer Contact Email Address; x Customer Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Administrative fee will only be due and owing on invoices paid by the Participating Entity, and no administrative fee will be due if Vendor has not received payment from the Participating Entity. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above “Attn: Accounts Receivable.” Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.            062320-URI Rev. 2/2020 8 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the negligence or willful misconduct of Vendor during the performance of this Contract by the Vendor or its agents or employees. Vendor’s liability for costs and expenses hereunder shall be limited to those that are reasonable and actual, including attorneys’ fees. In no event will Vendor be liable for incidental, special or consequential damages. 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from            062320-URI Rev. 2/2020 9 the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor. b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control.            062320-URI Rev. 2/2020 10 a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos. c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.            062320-URI Rev. 2/2020 11 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE            062320-URI Rev. 2/2020 12 A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000            062320-URI Rev. 2/2020 13 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days’ prior written notice to the Vendor. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is            062320-URI Rev. 2/2020 14 primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell’s approval. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.            062320-URI Rev. 2/2020 15 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.            062320-URI Rev. 2/2020 16 C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names            062320-URI Rev. 2/2020 17 of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation            062320-URI Rev. 2/2020 18 and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell United Rentals (North America) Inc. By: __________________________ By: __________________________ Jeremy Schwartz Craig A. Schmidt Title: Director of Operations & Procurement/CPO Title: Vice President National Accounts Date: ________________________ Date: ________________________ Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date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id Number: RFP 062320 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.            6SHFLILFDWLRQV 7DEOH3URSRVHU,GHQWLW\ $XWKRUL]HG5HSUHVHQWDWLYHV *HQHUDO,QVWUXFWLRQV DSSOLHVWRDOO7DEOHV 6RXUFHZHOOSUHIHUVDEULHIEXWWKRURXJKUHVSRQVHWRHDFKTXHVWLRQ3OHDVHGRQRW PHUHO\DWWDFKDGGLWLRQDOGRFXPHQWVWR\RXUUHVSRQVHZLWKRXWDOVRSURYLGLQJDVXEVWDQWLYHUHVSRQVH'RQRWOHDYHDQVZHUV EODQNPDUN³1$´LIWKHTXHVWLRQGRHVQRWDSSO\WR\RX SUHIHUDEO\ZLWKDQH[SODQDWLRQ   /LQH ,WHP 4XHVWLRQ 5HVSRQVH  3URSRVHUௐ/HJDOௐ1DPHௐ DQGௐDSSOLFDEOHௐGEDௐLIௐDQ\  8QLWHGௐ5HQWDOVௐ 1RUWKௐ$PHULFD ௐ,QF  3URSRVHUௐ$GGUHVV ௐ)LUVWௐ6WDPIRUGௐ3ODFHௐ6XLWHௐௐ6WDPIRUGௐ&7ௐ  3URSRVHUௐZHEVLWHௐDGGUHVVZZZXQLWHGUHQWDOVFRP   3URSRVHU Vௐ$XWKRUL]HGௐ5HSUHVHQWDWLYHௐ QDPHௐWLWOHௐDGGUHVVௐ HPDLOௐDGGUHVVௐ ௐSKRQH ௐ 7KHௐUHSUHVHQWDWLYHௐPXVWௐKDYHௐ DXWKRULW\ௐWRௐVLJQௐWKHௐ³3URSRVHU¶Vௐ$VVXUDQFHௐRIௐ&RPSOLDQFH´ௐ RQௐEHKDOIௐRIௐWKHௐ3URSRVHUௐDQGௐLQௐWKHௐHYHQWௐRIௐDZDUGௐZLOOௐ EHௐH[SHFWHGௐௐWRௐH[HFXWHௐWKHௐUHVXOWLQJௐFRQWUDFW  &UDLJௐ$ௐ6FKPLGWௐ 9LFHௐ3UHVLGHQWௐ1DWLRQDOௐ$FFRXQWV ௐ)LUVWௐ6WDPIRUGௐ3ODFHௐ6XLWHௐ 6WDPIRUGௐ&7ௐ FVFKPLGW#XUFRP   3URSRVHU VௐSULPDU\ௐFRQWDFWௐIRUௐWKLVௐSURSRVDOௐ QDPHௐWLWOHௐ DGGUHVVௐHPDLOௐDGGUHVVௐ ௐSKRQH  %UDGௐ/DZVௐ6Uௐ*RYHUQPHQWௐ$FFRXQWVௐ0DQDJHU ௐ+Z\ௐ 0DQGHYLOOHௐ/$ௐ MODZV#XUFRP    3URSRVHU VௐRWKHUௐFRQWDFWVௐIRUௐWKLVௐSURSRVDOௐLIௐDQ\ௐ QDPHௐ WLWOHௐDGGUHVVௐHPDLOௐDGGUHVVௐ ௐSKRQH  'DQLHOௐ&XQQLQJKDPௐ*RYHUQPHQWௐ6DOHVௐ6SHFLDOLVW 2IILFHௐ )D[ௐ JRYUHQWV#XUFRP 7DEOH&RPSDQ\,QIRUPDWLRQDQG)LQDQFLDO6WUHQJWK /LQH ,WHP 4XHVWLRQ 5HVSRQVH  3URYLGHௐDௐEULHIௐKLVWRU\ௐRIௐ\RXUௐFRPSDQ\ௐLQFOXGLQJௐ\RXUௐ FRPSDQ\¶VௐFRUHௐYDOXHVௐEXVLQHVVௐSKLORVRSK\ௐDQGௐLQGXVWU\ௐ ORQJHYLW\ௐUHODWHGௐWRௐWKHௐUHTXHVWHGௐHTXLSPHQWௐSURGXFWVௐRUௐ VHUYLFHV )RXQGHGௐLQௐௐZHௐKDYHௐRYHUௐௐ\HDUVௐRIௐH[SHULHQFHௐDQGௐ DUHௐWKHௐODUJHVWௐHTXLSPHQWௐUHQWDOௐFRPSDQ\ௐLQௐWKHௐZRUOGௐ7KHௐ FRPSDQ\ௐKDVௐDQௐLQWHJUDWHGௐQHWZRUNௐRIௐௐUHQWDOௐORFDWLRQVௐ LQௐ1RUWKௐ$PHULFDௐDQGௐௐLQௐ(XURSHௐ,Qௐ1RUWKௐ$PHULFDௐWKHௐ FRPSDQ\ௐRSHUDWHVௐLQௐௐVWDWHVௐDQGௐHYHU\ௐ&DQDGLDQௐ SURYLQFHௐ7KHௐFRPSDQ\¶VௐDSSUR[LPDWHO\ௐௐHPSOR\HHVௐ VHUYHௐFRQVWUXFWLRQௐDQGௐLQGXVWULDOௐFXVWRPHUVௐXWLOLWLHVௐ PXQLFLSDOLWLHVௐKRPHRZQHUVௐDQGௐRWKHUVௐ7KHௐFRPSDQ\ௐRIIHUVௐ DSSUR[LPDWHO\ௐௐFODVVHVௐRIௐHTXLSPHQWௐIRUௐUHQWௐZLWKௐDௐ WRWDOௐRULJLQDOௐFRVWௐRIௐௐELOOLRQௐ7KHௐHTXLSPHQWௐZHௐRIIHUௐFDQௐEHௐFDWHJRUL]HGௐLQWRௐWKHVHௐHTXLSPHQWௐFDWHJRULHVௐ7UHQFKௐ 6DIHW\ௐ ௐ6KRULQJௐ)OXLGௐ6ROXWLRQVௐ7RROௐ6ROXWLRQVௐ3RZHUௐ ௐ +9$&ௐ*HQHUDOௐ&RQVWUXFWLRQௐDQGௐ3RUWDEOHௐ7RLOHWVௐDQGௐ 7UDLOHUVௐ8QLWHGௐ5HQWDOVௐLVௐDௐPHPEHUௐRIௐWKHௐ6WDQGDUGௐ ௐ 3RRU¶Vௐௐ,QGH[ௐWKHௐ%DUURQ¶Vௐௐ,QGH[ௐDQGௐWKHௐ5XVVHOOௐ ௐ,QGH[ŠௐDQGௐLVௐKHDGTXDUWHUHGௐLQௐ6WDPIRUGௐ&RQQௐ $GGLWLRQDOௐLQIRUPDWLRQௐDERXWௐ8QLWHGௐ5HQWDOVௐLVௐDYDLODEOHௐDWௐ XQLWHGUHQWDOVFRP 2XUௐ&XVWRPHUV 2XUௐGLYHUVHௐFXVWRPHUௐEDVHௐLQFOXGHVௐFRQVWUXFWLRQௐDQGௐ LQGXVWULDOௐFRPSDQLHVௐXWLOLWLHVௐPXQLFLSDOLWLHVௐJRYHUQPHQWௐ DJHQFLHVௐDQGௐLQGHSHQGHQWௐFRQWUDFWRUVௐ0RVWௐRIௐRXUௐ FXVWRPHUVௐDOLJQௐZLWKௐWKUHHௐFDWHJRULHVௐDSSUR[LPDWHO\ௐௐ DUHௐQRQFRQVWUXFWLRQௐVXFKௐDVௐLQGXVWULDOௐௐDUHௐQRQ UHVLGHQWLDOௐFRQVWUXFWLRQௐDQGௐௐDUHௐUHVLGHQWLDOௐ:HௐSURYLGHௐ Bid Number: RFP 062320 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.            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Bid Number: RFP 062320 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC. 95 Describe the extent to which your proposal includes a customer owned equipment repair program. f applicable, describe the types of repair procedures, including transportation, on-site repair, labor and parts costs, or warranty offering. How you manage your fleet can have a big impact on driving overall worksite performance. And that's why we created a site-specific Fleet Maintenance Management Program to help you maintain-and manage-your owned equipment and site vehicles using the same systems, processes and expertise we apply every day to our more than 14+ billion dollars in fleet. From inspections and repairs to utilization tracking and strategic consulting, our experts can keep your assets ready when you are-and help you get the most from your investment in fleet. Working together, we'll build out a site-specific program that maximizes the benefits based on your site's needs. You focus on running your worksite, while we turn the challenges of managing your fleet into an efficient, hassle-free operation. Primary components of most fleet management solutions include: • Maintenance Services • Parts and Material Management • Fleet Systems • Fleet Advisory We'll station a dedicated team of our factory-trained, certified mechanics right on your site. No repair is too complex, and every repair is done with the same level of quality and expertise we use to condition our more than 690K+ unit rental fleet. f we can't service something ourselves, we'll contract the right vendors on your behalf. We will design a parts and material program to meet the immediate needs of critical and non-essential assets while balancing the requirements (and expense!) of stocked parts to that of just-in-time delivery. We have the brands you rely on for every kind of fix, from routine tune-ups to major repair. All labor pricing is included in the attached pricing spreadsheet. * Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. t is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."            )LQDQFLDO6WUHQJWKDQG6WDELOLW\)LQDQFLDO6WUHQJWK 6WDELOLW\]LS0RQGD\-XQH 0DUNHWLQJ3ODQ6DPSOHV6RXUFHZHOO(TXLSPHQW5HQWDO0DUNHWLQJ3ODQ]LS7XHVGD\-XQH :0%(0%(6%(RU5HODWHG&HUWLILFDWHV RSWLRQDO :DUUDQW\,QIRUPDWLRQ533 8QLWHG*XDUG]LS0RQGD\-XQH 3ULFLQJB6RXUFHZHOOB5)33ULFLQJB),1$/[OV[0RQGD\-XQH $GGLWLRQDO'RFXPHQW6RXUFHZHOO(TXLSPHQW5HQWDO5)3SGI0RQGD\-XQH Bid Number: RFP 062320 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.            3URSRVHU V$IILGDYLW   352326(5$)),'$9,7$1'$6685$1&(2)&203/,$1&( ,FHUWLI\WKDW,DPWKHDXWKRUL]HGUHSUHVHQWDWLYHRIWKH3URSRVHUVXEPLWWLQJWKHIRUHJRLQJ3URSRVDOZLWKWKHOHJDODXWKRULW\WR ELQGWKH3URSRVHUWRWKLV$IILGDYLWDQG$VVXUDQFHRI&RPSOLDQFH  7KH3URSRVHULVVXEPLWWLQJWKLV3URSRVDOXQGHULWVIXOODQGFRPSOHWHOHJDOQDPHDQGWKH3URSRVHUOHJDOO\H[LVWVLQJRRG VWDQGLQJLQWKHMXULVGLFWLRQRILWVUHVLGHQFH  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SOURCEWELL VENDOR CONTRACT SUMMARY – United Rentals SUMMARY OF CONTRACT OFFERING  Rental Equipment: https://www.unitedrentals.com/marketplace/equipment United Rentals has 6 different equipment divisions to provide our customers with a full equipment offering including General Rental, Power & HVAC, Pumps Solutions, Tool Solutions, Trench Safety, and Reliable Onsite Services. Equipment Rental: For questions or to place an order govrents@ur.com  Used Equipment Sales: http://used.unitedrentals.com/ United Rentals sells quality equipment, sourced directly from top- tier manufacturers that have been maintained by the same experts who service our entire $9.9 billion fleet. SUMMARY OF CONTRACT OFFERING  Safety and Operator Training: https://unitedacademy.ur.com/ The training program, United Academy, has over 200 courses dedicated to keep you in compliance and safe when on site or using equipment. Our experts follow the ANSI standards and OSHA directives to keep ahead of upcoming regulations and provide the best certification courses available.  Customer-Owned Equipment Service: https://www.unitedrentals.com/services/equipment-maintenance/about United Rental’s dedicated workforce of manufacturer trained technicians will apply their expertise to maintaining and inspecting your equipment. Sourcewell Information Sourcewell Supplier Development Department DATE August 28, 2020 RFP # 062320 AWARDED CONTRACT NUMBER 062320-URI SOURCEWELL RFP TITLE & CATEGORY Rental Equipment For Construction and Related Maintenance or Facility Operations CONTRACT PERIOD 08/28/2020 – 08/27/2024 PRICING MODEL Percentage off of list DESCRIPTION Rental of equipment, equipment sales, operator certification and OSHA required training, equipment service and maintenance. VENDOR NAME AND ADDRESS United Rentals 100 First Stamford Place, Suite 200 Stamford, CT 06902 VENDOR CONTACT Daniel Cunningham Phone: 877-874-4468 Email: govrents@ur.com CONTRACT DOCUMENTATION Request for Proposal (RFP) Contract COMPETITIVE SOLICITATION DOCUMENTATION Proof of Publication Proposal Opening Record Page Proposal Evaluation Evaluation Committee Comment & Review SOURCEWELL CONTACT Kelly McAllister TITLE Supplier Development Supervisor PHONE 218-894-5468 EMAIL kelly.mcallister@sourcewell-mn.gov ADDRESS 202 12th Street NE, P.O. Box 219, Staples, MN 56479 WEBSITE www.sourcewell-mn.gov Rent on contract with United Rentals & Sourcewell © 2020 United Rentals, Inc. UnitedRentals.com/customer-care/terms/2018disclaimer gsa.ur.com 877-URI-4-GOV United Rentals Government Solutions team offers in partnership with Sourcewell contract # 062320-URI: • Dedicated Government Account Team • 24/7 equipment service and emergency response • OSHA compliant, complete knowledge of all local, state and federal regulatory safety issues • Small Business Administration Partnerships: SDB, WBE, MBE, SDVOB, HUBZ and 8a • Comprehensive knowledge of state, local, and federal regulations • Experts on call for all your equipment rental needs: General Equipment, Tools Solutions, Power & HVAC, Trench Safety & Shoring, Sanitation Services and Fluid Solutions What is Sourcewell? Sourcewell serves as a municipal contracting agency for over 55,000 members throughout the nation with competitively awarded contract purchasing solutions through industry-leading vendors. Sourcewell membership is available to any agency of government, education (private or public) or non-profit agencies nationwide in the US and Canada at no cost, liability or obligation to the member. To become a member go to sourcewell-mn.gov Benefits of our partnership with Sourcewell: • National buying agency • Volume based pricing • 55,000 member agencies • Reduced vendor protests • No cost membership • Streamline solicitations • Save time and money • Sourcewell is a government entity • Competitively bid Safety Training and Certification. United Academy® is a comprehensive training solution designed to help you reduce the overall cost and complexity of safety training and credential tracking for your employees. With United Academy courses throughout the U.S. and Canada, you can: • Take classes online 24/7 • Schedule training at one of our branches, or at your worksite • Access blended learning operator certification courses: online theory and exam supported by live practical evaluations • Select from a robust course catalog that includes OSHA 10/30, Operator Certification, Fall Protection, Trench & Evacuation Safety, and much more For more information, visit: UnitedAcademy.ur.com Sell New Equipment For more information on new equipment sales, please contact the Government Customer Care Team at 877-874-4468 or email: govrents@ur.com) Contract # 062320-URI Contract Options • Rent Equipment • Sell Used Equipment • Sell New Equipment (Atlas Copco, Multiquip, Genie) • Safety Training • Service and Labor • 3rd Party Rentals gsa.ur.com 877-URI-4-GOV © 2020 United Rentals, Inc. UnitedRentals.com/customer-care/terms/2018disclaimer Rent on contract with United Rentals & Sourcewell Ordering Information Contract Effective Date: 08/28/2020 – 08/27/2024 RFP# 062320 Contract Number: 062320-URI Pricing Model: % off of list Vendor Contract: Daniel Cunningham Phone: 813-269-6567 Email: dcunning@ur.com United Rentals 100 First Stamford Place, Suite 700 Stamford, CT 06902 Sourcewell Contracts Documents: “Contract” as used herein shall mean cumulative documentation consisting of this RFP, an entire Proposers response, and a fully executed “acceptance and award” pursuant to this RFP. Request for Proposal (RFP) Contract Forms Contract Related Contract Documentation: Proof of Publication Proposal Opening Record Page Proposal Evaluation Evaluation Committee Comment & Review Summary of Contract Offerings: Rental Equipment UnitedRentals.com/equipment United Rentals has 6 different equipment divisions to provide our customers with a full equipment offering including General Rental, Power & HVAC, Fluid Solutions, Tool Solutions, Trench Safety, and Reliable Onsite Services. Equipment Rental: For questions or to place an order govrents@ur.com New & Used Equipment Sales UnitedRentals.com/used United Rentals sells quality equipment, sourced directly from top- tier manufacturers that have been maintained by the same experts who service our entire $15 billion fleet. For more information on New Equipment Sales, please contact the Government Customer Care Team at 877-874-4468 or email: govrents@ur.com. Customer Equipment Solutions UnitedRentals.com/services/equipment-maintenance/about United Rental’s dedicated workforce of manufacturer trained technicians will apply their expertise to maintaining and inspecting your equipment. Sourcewell Contact: Kelly McAllister, Contract Administration Supervisor Phone: 218-894-5468 Email: kelly.mcallister@sourcewell-mn.gov 202 12th Street NE, P.O. Box 219, Staples, MN 56479 www.sourcewell-mn.gov Contract # 062320-URI INDIVIDUAL SPEAKER Name: Citizen Comment Card 6t,5re ws Address: / co/ i f /v 3 Z' City 72/e triti ut:fe Zip: .Z Telephone Number: A tid s filettCoEmailAddress: Speaking under citizens to be heard re items not on the agenda?/4 Agenda item(s) to which you wish to speak. What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name: 3v at1 6-aiA Address: I Z7 Nti4i4e4 i City: diC 4' ed ', - Zip: 3-7(l1 7 Telephone Number: Zz4 - -L-399 ' Email Address: h -444 16:1411141 633 ?ea; e0711 Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name: ._`_.rG J r_cs•.'1 Address: ' 6 City: e Zip: -3 3'3 6 s Telephone Number: G=' / C' (- 3 11 Email Address:3., (met-rA ^'‘ "';'f`,a,, C -vi\ Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak: What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name:t4S0 A PI GI s tr 0 i t 71t Address: 10 7 % Cep 4 G a City: C ILu rvv4 / t— Zip: 3 Ti f S Telephone Number: 9 -2 -3oo J—Q4 CA, I171 Q-ifick, 1,0'/1.2EmailAddress: 97 "Ir Speaking under citrfens to be heard re items not on the agenda?, Agenda item(s) to which you wish to speak: j)ct), Ct f //)i Cf PL, PC4 What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name: - /t LEP» Chic Address: = 3-7-5. 4:.v r5 1 to'11(1x, C City: C-447 Zip: I Telephone Number: Email Address: Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. pJ //ad What is your position on the item? For V Against atmaii GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name n the re rse of this card. Name: 14- If )e -Se___ Address: ir-,(90 i( S(y - ) t /5 A City: - !, % d . ./ 3 7 Telephone Number: 115-2 — 2(. 7 Email Address: / 1(,(4.(k) t\W 6 Ag nda item to which you wish to speak: 1 2--- \ 0 .V----:- 7"- )25C----7- 7/ What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: (74-i A `-"AL g 7 Address: / 7% ? (h" L City: Dv Zip: 3 k'S A -t7 Telephone Number: c=1/6 8/ Z Email Address: Agenda item to which you wish to speak: What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAYTO BEACH As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the evere of this card. Name: Address: l(' 14/W>/i.S7X). r jc, ,)19 City: (/ c'// 2 li jiC av:f Telephone Number: 7Z 7 - ;' 7 Email Address/ /k ./ X5'/i"S?.C(fl Agenda item to which you wish to speak: What is your position on the item? For Against GROUP SPEAKER Citizen Comment Card CLEARWATER BRIGHT AND BEAUTIFUL • BAYTO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum often minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: / l /`v Address: o-o c,/Io 5 4v—es City: elf/btu-A?7/&A- Zip: 3 3 7 3. s -1 -- Telephone Number: ‘...?.?-7 /I/ T2 l 5 C/ Email Add ress:V eT t PeQ voQl ie.@ y t q(1, 6041 Agenda item to which you wish to speak: What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH if GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: l) L P30431/10i) Address:Ib )tn 14-) City:=)eQ`r l Q V Zip: Telephone Number: fl 2"7S9, 9Ofb Email Address: aVI\--- V 00 'C Agenda item to which you wish to speak: What is your position on the item? For Against L CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Address: © O0Z/Lt°i P AI(J City:Ci Zip: '5(75S- Telephone 5`5S- 7TelephoneNumber: '22!7 39 -0650 Email Address: t sch.i t(e v -'I .JZo A 4f -I Agenda item to which you wish to speak: macW What is your position on the item? For Against GROUP SPEAKER Citizen Comment Card CLEARWATER BRIGHT AND BEAUTIFUL • BAYTO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name:/QA7?A'l4410-C1/_=.e'ZZ ii/4/' Address: 74 C c.,/2 _%v2 City: d 4:_‘"td-1 Zip: 7-,3 %5 -.- Telephone Number: 7,y- 93 Email Addres Agenda item to which you wish to speak: cti What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Address: A(0 cera t_ .,0 o odt l) City: C r o ` i4" Zip: 3315-s" Telephone Number: '7 X7 - "I, 4:1- - ( Q 1' Email Address: Nre,5(AA l 1 \Iex- 2-oY\:'4k Agenda item to which you wish to speak: Deo e roses What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Address: Gu byC )o i5aa City: LI Zip: D 3 ..7 5 Telephone Number: S G 3" 6 l 6 i c3 Email Address: '67N55(ir‘/ - 5 . MA A Agenda item to which you wish to speak: What is your position on the item? For Against • GROUP SPEAKER Citizen Comment Card CLEARWATER BRIGHT ANDBEAUTIFUL • BAY TO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Th'6/Z. /LS OA/ Address: ` CT-, "' , City: CL r- C(174725 Zip: 3,3 6b` Telephone Number: 7 27-z-033 O Email Address: OC -3-0 -C4C-3 Agenda item to which you wish to speak: R' 0 kE (d -7-kE- What is your position on the item? For 4/ Against CLEARWATER BRIGHT AND BEAUTIFUL • BAYTO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum often minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Address: 1((3 / C-SLC---gL City: Ch i..Ta" S Telephone Number: Z-1 :3 69 1 Email Address: r- Agenda item to which you wish to speak: What is your position on the item? For Against 1!CLEARWATER BRIGHT AND BEAUTIFUL • BAYTO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum often minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: S c, Address: 2 - 1A- 17>(5 L U 5 Q City: 0-•U1Al2. Q)cls Telephone Number: Email Address Ski3 1/4"- n'1AJp:11.4 (.464(; Agenda item to which you wish to speak: Caw-cL (?C+c4 TvURtS1J`1 Zip: -S,-.)-)CP 121`115 N27 No b6C1L5 Pict! -0P Or- AglbP orf What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH GROUP SPEAKER LIST We the undersigned waive our right to speak and designate: as our spokesperson on the subject agenda item. Print Name Signature T S c v `t- - Lac S Print Name 1(-1-? SQl Y IOU- Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signature Citizen Comment Card GP O P S?EAK R As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: k4t M lc 4.A- A7 / = f Address: .K5--.K5-- w Cvag 70 7 City: ('-,or2cra <&- L Zip: 3 3 7Z 7 Telephone Number: 2 i 14 12 Co 3 Email Address: 4c4-64 R/C azA Co /A Agenda item to which you wish to speak: 7. What is your position on the item? For )° Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Address: City: Zip: Telephone Number: Email Address: Agenda item to which you wish to speak: What is your position on the item? For Against GROUP SPEAKER LIST We the undersigne waive our right to L/ r?cil as our spokesperso n therjec;71 'ite Print Name---54?"-/ Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signature Print Name Signatu re`` ff.. Print Name Signature r n des nate: aze 4/ t 1 q. ,/ c1Sle,^ DAvick 00 06/e--112-1 Illeb 4.6 Citizen Comment Card GROUP SPEAKER As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the reverse of this card. Name: Address: / City: CC' a. i Zip: s 7 5'7 e 6 (10,g_ * Telephone Number: Email Address: 'ce/ Agenda item to which you wish to speak: 7: / What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their name on the erse of this card. Name: Address: 27' ,74// at City: Ci/f4/ Zip: l '/ if -5 - Telephone Number: Email Address: Agenda item to which you wish to speak: 9/ 7 1.7/ JA/i(a .5(30/0 What is your position on the item? For Against CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH INDIVIDUAL SPEAKER Name: Citizen Comment Card 74 di /91 (S Address: 2 U I /1-//L L C E 'ECI" i - City: ct), zip: 33 7 Telephone Number: % y e Email Address: Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. /'/ t64.4. Anew Cr-, S Ifr&-'i What is your position on the item? For Against GROUP SPEAKER Citizen Comment Card As stated in Council Rules, "Representatives of a group may speak for three minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of ten minutes." Please have each member of the group in attendance sign and print their nan the reverse of this card. Name: T_21 Address: &LS City: __ihc,Jk Telephone Number: Email Address: oilLat4) Zip: 33 -7S -S' 7.z7 Ve26 — D i Agenda item to which you wish to speak: Ad - AAL1 c.L/2(41 CdYlyae.e. C What isour position on the item? For AgainstYg CLEARWATER BRIGHT AND BEAUTIFUL • BAY TO BEACH Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0212 Agenda Date: 5/16/2024 Status: Agenda ReadyVersion: 1 File Type: City Manager Verbal Report In Control: City Council Agenda Number: 10.1 SUBJECT/RECOMMENDATION: North Beach Update Page 1 City of Clearwater Printed on 5/14/2024