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Agenda Packet - CC - 2019.12.16
City of Burlingame BURLINGAME CITY HALL e M"N AW\501 PRIMROSE ROAD BURLINGAME BURLINGAME, CA 94010 Meeting Agenda - Final City Council Monday, December 16, 2019 7:00 PM Council Chambers Note: Public comment is permitted on all action items as noted on the agenda below and in the non -agenda public comment provided for in item 7. Speakers are asked to fill out a "request to speak" card located on the table by the door and hand it to staff, although the provision of a name, address or other identifying information is optional. Speakers are limited to three minutes each; the Mayor may adjust the time limit in light of the number of anticipated speakers. All votes are unanimous unless separately noted for the record. 1. CALL TO ORDER - 7:00 p.m. - Council Chambers 2. PLEDGE OF ALLEGIANCE TO THE FLAG 3. ROLL CALL 4. REPORT OUT FROM CLOSED SESSION 5. UPCOMING EVENTS 6. PRESENTATIONS a. Recognition of Fire Chief Kammeyer's Service b. Proclamation Honoring Kerns Fine Jewelry on its 75th Anniversary 7. PUBLIC COMMENTS, NON -AGENDA Members of the public may speak about any item not on the agenda. Members of the public wishing to suggest an item for a future Council agenda may do so during this public comment period. The Ralph M. Brown Act (the State local agency open meeting law) prohibits the City Council from acting on any matter that is not on the agenda. 8. APPROVAL OF CONSENT CALENDAR Consent calendar items are usually approved in a single motion, unless pulled for separate discussion. Any member of the public wishing to comment on an item listed here may do so by submitting a speaker slip for that item in advance of the Council's consideration of the consent calendar. City of Burlingame Page 1 Printed on 12/12/2019 City Council Meeting Agenda - Final December 16, 2019 a. Adoption of the 2020 City Council Calendar Attachments: Staff Report 2020 City Council Calendar b. Adoption of a Resolution Declaring the Results of the Municipal Election Held on November 5, 2019 Attachments: Staff Report Resolution San Mateo County Elections Certificate C. Adoption of a Resolution Authorizing the City Manager to Execute an Agreement with Mobile Modular Management Corporation for the Temporary Recreation Facilities During the Construction of the New Community Center at an Installation Cost of $183.012.30, and a Monthly Cost of $15,157.84, City Project No. 83240 Attachments: Staff Report Resolution Agreement with Mobile Modular Management Corporation Mobile Modular Management Corporation Quote Temporary Facilities Location Map d. Adoption of a Resolution Accepting the Easton Addition Sewer Rehabilitation Project with Citywide Neighborhood Sewer Rehabilitation, Phase 4, City Project No. 84192 Attachments: Staff Report Resolution Final Progress Payment Project Location Map e. Acceptance of the Comprehensive Annual Financial Report for the Year Ended June 30, 2019 Attachments: Staff Report 2018-19 CAF 9. PUBLIC HEARINGS (Public Comment) 10. STAFF REPORTS AND COMMUNICATIONS (Public Comment) 11. COUNCIL COMMITTEE AND ACTIVITIES REPORTS AND ANNOUNCEMENTS Councilmembers report on committees and activities and make announcements. City 08urtingame Page 2 Printed on 12/12/2019 City Council Meeting Agenda - Final a. Mayor Colson's Committee Report Attachments: Committee Report b. Councilmember Keighran's Committee Report Attachments: Committee Report C. Councilmember Ortiz's Committee Report Attachments: Committee Report d. Councilmember Brownrioo's Committee Report Attachments: Committee Report 12. FUTURE AGENDA ITEMS 13. ACKNOWLEDGMENTS 14. CEREMONIAL a. Installation and Rotation of Councilmembers 15. ADJOURNMENT December 16, 2019 Notice. Any attendees wishing accommodations for disabilities please contact the City Clerk at (650)558-7203 at least 24 hours before the meeting. A copy of the Agenda Packet is available for public review at the City Clerk's office, City Hall, 501 Primrose Road, from 8:00 a.m. to 5:00 p.m. before the meeting and at the meeting. Visit the City's website at www.burlingame.org. Agendas and minutes are available at this site. NEXT CITY COUNCIL MEETING - Next regular City Council Meeting Monday, January 6, 2020 VIEW REGULAR COUNCIL MEETING ONLINE AT www.burlingame.org/video Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the Water Office counter at City Hall at 501 Primrose Road during normal business hours. City or Burlingame Page 3 Printed on 1211212019 STAFF REPORT AGENDA NO 8a To: Honorable Mayor and City Council Date: December 16, 2019 MEETING DATE: December 16, 2019 From: Meaghan Hassel -Shearer, City Clerk — (650) 558-7203 Subject: Adoption of the 2020 City Council Calendar RECOMMENDATION Staff recommends that the City Council review, make changes if necessary, and approve the Burlingame City Council Calendar for 2020. BACKGROUND The 2020 calendar reflects the cancelation of the July 20 and August 3, 2020 City Council meetings. Exhibit: • 2020 City Council Calendar 1 2020 BURLINGAME CITY COUNCIL CALENDAR City Council meetings are held on the first and third Monday of each month. When Monday is a holiday, the meeting is usually held on Tuesday or Wednesday. Study meetings are held as scheduled. Meetings begin at 7:00 p.m. at City Hall, 501 Primrose Road, and are open to the public. Regular Council meetings are televised live via Burlingame's Cable Channel 26 for Astound subscribers and Channel 27 for Comcast subscribers. Also the meetings are live online on the City's website at www.burlingame.org. For more information, please view the City's website or call the City Clerk at 650-558-7203. REGULAR MEETINGS Monday, January 6 Monday, July 6 Tuesday, January 21 Monday, July 20 (canceled) Monday, February 3 Monday, August 3 (canceled) Tuesday, February 18 Monday, August 17 Monday, March 2 Tuesday, September 8 Monday, March 16 Monday, September 21 Monday, April 6 Monday, October 5 Monday, April 20 Monday, October 19 Monday, May 4 Monday, November 2 Monday, May 18 Monday, November 16 Monday, June 1 Monday, December 7 Monday, June 15 Monday, December 21 Saturday, January 25 Wednesday, March 11 Friday, March 13 Monday, April 20 Saturday, April 25 Wednesday, May 6 Wednesday, December 9 12/12/2019 8:41 AM STUDY MEETINGS AND OTHER DATES 2020/21 Goals Session, 9 a.m., Lane Room 2019-20 Mid -Year Budget Session 6:30p.m. Council Chambers Commissioners Dinner City Attorney's Annual Evaluation, 6 p.m. Joint Council and Planning Commission Meeting, 9 a.m., Lane Room, Main Library 2020-21 Budget Study Session, 6:30 p.m., Council Chambers City Manager's Annual Performance Evaluation, 6 p.m. BURL�6 AGENDA NO: 8b STAFF REPORT MEETING DATE: December 16, 2019 To: Honorable Mayor and City Council Date: December 16, 2019 From: Meaghan Hassel -Shearer, City Clerk — (650) 558-7203 Subject: Adoption of a Resolution Declaring the Results of the Municipal Election Held on November 5, 2019 RECOMMENDATION Staff recommends that the City Council adopt the attached resolution declaring the results of the Municipal Election held on November 5, 2019. BACKGROUND The City of Burlingame held an election on November 5, 2019 for two City Council seats. The City Council election was to elect two members to serve five-year terms. Pursuant to Senate Bill 415, the City Council adopted Ordinance 1940 changing future City Council elections from odd -numbered years to even -numbered years. To make this transition, the November 2017 and November 2019 elections for City Council seats were for five-year terms. DISCUSSION The City Council should declare the final results of the election by resolution. The final vote for City Council, as of December 5, 2019, the date the County Elections Office certified the General Municipal Election, is: Emily Beach - 4,045 Donna Colson - 3,830 Mike Dunham - 2,694 Therefore, Emily Beach and Donna Colson are elected to serve five-year terms on City Council. Exhibits: • Resolution • San Mateo County Certificate of the Chief Elections Officer 1 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME DECLARING THE RESULTS OF THE GENERAL MUNICIPAL ELETION HELD ON NOVEMBER 5, 2019 WHEREAS, a General Municipal Election was held in the City of Burlingame, on Tuesday, the 5th day of November, 2019; and WHEREAS, the Board of Supervisors of San Mateo County was duly requested and did consent to a consolidated election pursuant to the Elections Code; and WHEREAS, the County Clerk was duly requested to hold the election; notice of the election was duly and regularly given as required by law; voting precincts were duly established, election officers were appointed, and voting supplies furnished; in every respect and manner the election was held and conducted, and the votes cast were received within the time and manner prescribed by the law of the State of California controlling elections in general law cities; and WHEREAS, pursuant to Elections Code §§ 10262, 10263, and 10264, the City Council of the City of Burlingame duly convened in the Council Chambers at City Hall on the 16th day of December, 2019, following receipt of the County Clerk's Certificate of Election, to accept the Certificate of the canvass of the returns of the election, and to declare the results of the election; and WHEREAS, as provided by the canvass, the City Council finds that the number of votes cast, the persons for whom such votes were cast, and all other matters required by law are hereinafter stated. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AS FOLLOWS: 1. The election held in the City of Burlingame on the 5th day of November, 2019, was conducted in the time, manner, and form required by the laws of the State of California governing elections in general law cities. 2. The number of ballots cast in the election, and the number of votes cast at each precinct and in the City for each candidate are as set forth in San Mateo County Elections Certificates, attached hereto and incorporated herein. 3. At this General Municipal Election, the following persons received the highest number of votes cast for and were elected to the office of City Councilmember for a term of five (5) years: Emily Beach - 4,045 Donna Colson - 3,830 4. The City Clerk is requested to deliver the certificates of election as provided in the Elections Code. Donna Colson, Mayor I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 16th day of December, 2019, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk CERTIFICATE OF THE CHIEF ELECTIONS OFFICER In the matter of the CANVASS OF VOTES CAST ) at the CONSOLIDATED MUNICIPAL, SCHOOL ) AND SPECIAL DISTRICT ELECTION ) held on November 5, 2019 } 1, MARK CHURCH, Chief Elections Officer of the County of San Mateo, State of California, hereby certify: THAT an election was held within the boundaries of the CITY OF BURLINGAME on Tuesday, November 5, 2019, for the purpose of electing two (2) Council Members for five (5) year terms; and I caused to have processed and recorded the votes from the canvass of all ballots cast at said election within the boundaries of the CITY OF BURLINGAME. I HEREBY FURTHER CERTIFY that the record of votes cast at said election is set forth in Exhibit "A" attached hereto and incorporated herein by reference as though fully set forth at length. IN WITNESS WHEREOF, I hereunto affix my hand and seal this 5th day of December, 2019, and file this date with the City Clerk of the CITY OF BURLINGAME. 40000 &?a0001U4A4.q" MARK CHURCH Chief Elections Officer & Assessor -County Clerk -Recorder EXHIBIT A SECTION A Cast by Precinct Pane: 12 of 24 SECTION A City of Burlingame Council Member (dote for 2) 1001 s 1,349 3,267 1003 7671 V 1004. . _. ,1.._ ......__ ._. _.. .... 11 9451 N ~•y ._�.,..-,._...w.__. 427 32.90 -Al ° Precinct � 9861 3,191 563, -� Countywide 550 ,1009 2861 706 Electionwide I 41.06% ; 1001 s 1,349 3,267 1003 7671 E", r 1004. . _. ,1.._ ......__ ._. _.. .... 11 9451 _ _.._..._.._2,267 2,827 ~•y ._�.,..-,._...w.__. 427 32.90 -Al 382 29.43% 1008 � 9861 3,191 563, -� 11008 550 ,1009 2861 706 1013 .._._.___,_..........__._...._...'x......_..._ 41.06% 3091 .�_._._._... 888 1016 _ 753 _- 1,970 1020 �{ i 1016 j 1020 7831 Y 2,721 245 387 _ _ _ �Elecdonwide - Total 6,178= 17,837 36.07%1 2,694 25.37 !_ Cumulative Cumulative Cumulative - Totals 01 Countywide Totall 6,178 17 sl "3 (,tt tw G Y'S`� y`+ta�,�t�''�,j'1��"''� �3k� �i.�.�. �{�`� �'�� ✓ k^`': �, y p � "c�' E", r Countywide Electionwide _ 1001 _ 885 37.33% 1 476 20.08%� _ 1003 427 32.90 -Al 382 29.43% } 35.17%11 427 26.67%: { 1004 563, 11008 550 33.41% 542 32.93%1 1009 202 41.06% 89 18.09%] 11-013 188 3521% 146 27 34%! �{ i 1016 j 1020 552 _ 463 41.50% 245 387 18.42%' 28.77% Electionwide - Total 3,830 36.07%1 2,694 25.37 !_ Cumulative Cumulative Cumulative - Total i Countywide -Total 0 01 3,830 36.07% 0 g 0 2,694 �- 25.37%1 Page: 13 of 24 SECTION A C z: J � Precinct Countywide Electionwide I ; 1001 998) 42.09%1 2,371: 1003 ? 477 36.75% � 1,2981 1004 tt ....,.._.�,.y.�.�.........._.j 6051 37.79%i 1,601; 1008 551 33.48% 1,646 1009 _Y}� j 1991 40.45%1 492! 1013 ! 199 3727% 5341 '1016 530 39.85%1 1,3301 486! 36.1396!4 1.345j1 Electionwide Total _ __..... _....... .._.___.., .. _.. 4,0451 _,. __, � y 38.10964 ,. __.. __ ...._.. _.,_._ 10,6171 ...__a Cumulative r i Cumulative Oi 4 0•. Cumulative - Total ' 0; ___... Countywide^ Total _ 40451,3810%) ._ .._, _.. 10,617;. SECTION B Cast by District Page: 18 of 49 SECTION B City of Burlingame Council Member (Vote for 2) r � � 41 District. 3yK f x # .iSa 3 k, ,,� r° ,`wy Ka,� � srs 4.,'..XW "may"" .. Countywide t _ Electionwide # { District 1061 > Countywide Vote by Mail Electionwide i 36.22% 2,583 25.12% Vote Centers 1951 17,837: Vote by Mail 5,983] 17,837 Eledlonwide Total 6,1781 17,8371 Cumulative Vote Centersi 0 0 �, ...__ Vote by Mail _.._ Of 0 ..._ Cumulative - Total; 0 01 Countywide - Total 6,1781 +17,837 _ Representative 2 United States 14th Congressional District Representative 1 14th Congressional District 4 31.64%1 111 vote Centers! 195; 17,837- Vote by Mail _ S,9831 17,8371 14th Congressional District - 4 6,1784 17,837; Totall Total i Cumulative ~� y i Vote Centers Cumulative i Vote Centers ; 0 j 0' ., _ ......., _w.. _ _i Vote by Mail _...._._. 0i . . 0, Cumulative Total 0; 0 United States Representative 1 36.07%1 2,694 25.37%1 Total 6,178E 17,837 County Supervisor i 1st Supervisorial District '• ! 1st Supervisorial District _ Vote Centers Vote Centers # 195; 17,837; _._..._ r-_.._.__.._.1._.._.._ Vote by Mail; _. 59831 17837; 1stSupervisoriaiDistrict s 6,178 17,8371 Total -J t .Y� } tr�7 , , District. 3yK f x # .iSa 3 k, ,,� r° ,`wy Ka,� � srs 4.,'..XW "may"" .. Countywide t _ Electionwide # { Vote Centers 1061 31.64% 111 33.13% Vote by Mail 3,724 36.22% 2,583 25.12% Electionwide - Total 3,830 36.07%1 2,694 25.37%1 Cumulative i Vote Centers 0 0 _ Vote by Mail Cumulative -Total 0 0 -Total _ 3,830 36.07%i 2,694 25.37% _Countywide United States { , Representative 2 14th Congressional District �� 1 i Vote Centers 106 31.64%1 111 33.13%1 Vote by Mail 3,724 36.22% 2,583 25.12%1 14th Congressional District - 3,830 36.07% 2,694 25.37% Total i Cumulative ~� y Vote Centers 0 k Vote by Mail � 0w 0 - Cumulative - Total 0''— _ - 0 United States Representative 3,830 36.07%1 2,694 25.37%1 Total County Supervisor ! 1st Supervisorial District _ Vote Centers 106 3164%1 111 33.13_%1 Voteyb Mailw 3,724 3,8303 36.22°.51 _ _2,583 36.07.07%-� 2,694 25.12%� 25.37% li +1stSupervisoriaiDistrict- Total— -J Page: 19 of 49 SECTION B t r S ^a v w District r° Countywide Electionwide i Vote Centers; 1131 33.73%i 335' ......... .. ., Vote by Mail - .�..,y............ w. 3,9321 38.24%1 -.. -f 10,281 Electionwide Total r __41,0451 38.10%yi 10,617; Cumulative Vote Centers 0 04 Vote by Mad Oe x 1 Cumulative Total!, 01 0! Countywide Total 40451 3810%4 10,6171 United States R, _ Representative ...._.., r 14th Congressional District i _._.w335i Vote Centers 113> 33.73%j Vote by Mad 3,9321 3_8.24%p 10,282 14th Congressional District - i 4,0451 38.10%= _ 10,617E Total { i Cumulative Vote Centers; 0 0) Vote by Mail! WCumulative 0' V - Total' 0j 0 United States Representative ' 4,045? 38.10%1 10,617: - Total County Supervisor _ 1st Supervisorial District s _.. r.._,_..., ...._.._ _. _ ............ W... _._._ . ,_..._ .. w....M,... Vote Centers 113' 33.73%1 335; Vote by Mail 3,932i 38.24%j 10,282, 1st Supervisorial District- 4,045r 38.10%; 10,6171 Total "s Page: 20 of 49 SECTION B Vote Centers N � Vote by Mail i N U 17,8374 City of Burlingame Total? 6,1781 17,837; Cumulative District _ E > Cumulative 01, Vote by Mair Vote Centers i 0 0' Vote by Mail 0 0 Cumulative Total._ 0 _..__0 County Supervisor- Total 6,1784 17,837; City / Town 0 Board Of Equalization - i City of Burlingame i { District 2 Vote Centers 195 17,837; Vote by Mail i 5,9831 17,8374 City of Burlingame Total? 6,1781 17,837; Cumulative County Supervisor :-Total 3,830 36.07% 2,694 Vote Centers 0 01, Vote by Mair 04 0i ....... _ . Cumulative -Total i _ _ #. _ City / Town - Total 1 6,178 17,8371 Board of Equalization 1 Vote Centers 0 Vote by Mail 00 0 ! ; 4 Cumulative - Total 0 0 Board Of Equalization - i I City/ Town - Total 3,830 36.07%1 2,694 District 2 Board of Equalization 4 Vote Centers 1951 17,837; Vote by Mail 1 5,9831 17,837 Board Of Equalization Vote by Mail 3,724 _ 36.22% 2,583 District 2 - Total a 6,178; 17,837; Cumulative _ District 2 - Total »_ .Cumulative Vote Centers 0 F 0 Vote by Mail 0 0 Cumulative Total 0 0! Board of Equalization Total 6178+ 17,837' Member of the State Member of the State Assembly 1 Assembly 22nd Assembly District i i 22nd Assembly District Vote Centers 106 316496p 1119 Vote Centers 195 17837' Cumulative . Vo_te Centersi� 0 0 a..._.. Vote by Mal - 0 _ _0 i i Cumulative - Total 0 i _0 County Supervisor :-Total 3,830 36.07% 2,694 25.37%1 City / Town j City of Burlingame 4 �...,.-.µ.ms.... .-..._.....__di_.. Vote Centers 106 Vote by Mail 3,724 31.64% _ 111 36.22% 2,583 m-., 33.13%11 25.1296 t City of Burlingame - Total 3,830 36.07° 2,6942537 Cumulative_ 4 -....._-..m.._.__.-� Vote Centers 0 Vote by Mail 00 0 ! ; 4 Cumulative - Total 0 0 4 I City/ Town - Total 3,830 36.07%1 2,694 25.37%4 Board of Equalization 4 $ Board Of Equalization- qualization-District District2%M Centers 1064 ; 31.64% __. 111 33.13%r Vote by Mail 3,724 _ 36.22% 2,583 25.12 Board Of Equalization - 3,830 36.07%1 2,694 25.37%; District 2 - Total »_ .Cumulative ' Vote Centers 01 Vote by Mail 4 0 ! 0 Cumulative - Total 0 01 j _ _ Board of Equalization - Total 3,8301 _ 36.07% 2,694 2S.3*4 Member of the State 1 Assembly 22nd Assembly District i i ! Vote Centers 106 316496p 1119 3313% Page: 21 of 49 SECTION B F Board Of Equalization - ;x v District 2 __.._......w, p _._..... .,._..._ Vote Centers ` CU y ....... 33.7396§ of >,s District w 38.24%i Eo;j Cumulative 4,0451 38.105Ad 10,6171 Vote Centers 1 0 0? Cumulative Vote by Mail 0 0.' Cumulative - Total 0 f 0_1 CountySupervisor - Total 4,045 a 3810%1w 10,617! City / Town i Board of Equalization Total?_ 4045, 3810%1 City of Burlingame Member of the State Vote Centers] 113 ; 33.73%1 3354 Vote by Mail 3,932= 38.24%1 10,282` a City of Burlingame Totals 4,045« -3810%j 10,617 Cumulative f Vote Centers 0; i 0j Vote by Mail $M 01 01 Cumulative Total 0}0j _ City /Town Total 38.10%I 10,617; Board of Equalization F Board Of Equalization - District 2 __.._......w, p _._..... .,._..._ Vote Centers ` ..._.,. 1131 ....... 33.7396§ ___.. 3351 Vote by Mails 3,932! 38.24%i 102821 Board Of Equalization - 1 4,0451 38.105Ad 10,6171 District 2 - Total' Cumulative Vote Centers, 0 0? Vote by Mail 4 01 ? 0! Cumulative Total 0: Oj Board of Equalization Total?_ 4045, 3810%1 10617; Member of the State Assembly 22nd Assembly District Vote Centers 113; 33.73%1335{ Page: 22 of 49 SECTION B U owl t5 District a> Vote by Mail' 5,983 17,837 22nd Assembly District - Total G 6,178; 17,837] Cumulative. Vote Centers 0 1 0! Vote bxwMail i 01 0! Cumulative - Total W 0i Member of the State 61178 17,8371: Assembly - Total g State Senator 13th Senatorial District Vote Centers i 195; 17,837:, Vote by Mail 5,9838 17,837� 13th Senatorial District -Total 6,1784 17,8371 Cumulative q Vote Centers s 0 0 Vote by Mari 0! 04 Cumulative - Total cil 01 State Senator - Total 6,178 17,837; Page: 23 of 49 SECTION B Urw District Vote by Mail 3,932 38.24W 10,282i 22nd Assembly District - Total 4,045�� 38.10%1 10,6171 Cumulative . . .. ... ..... . Vote Centers I 0i 0! Vote by Mail 0 0! .... .. Cumulative - Total 0 .... 01 Member of the State 4,045 38.10%; 10,617 Assembly - Total State Senator 13th Senatorial District Vote Centers 1131 3373%1 3351 Vote by Mad 3,9321 38.24%1 10,282; i 13th Senatorial District - Total 4 045, 38.10%1 10,617! Cumulative Vote Centers 0; 0i Vote by Mail 0i 01 i Cumulative - Total! 0 M.4 01 State Senator - Total! 4,0451 38.10%} 10,617; CITY r To Date: From: STAFF REPORT Honorable Mayor and City Council December 16, 2019 AGENDA NO: 8c MEETING DATE: December 16, 2019 Margaret Glomstad, Parks and Recreation Director — (650) 558-7307 Subject: Adoption of a Resolution Authorizing the City Manager to Execute an Agreement with Mobile Modular Management Corporation for the Temporary Recreation Facilities During the Construction of the New Community Center at an Installation Cost of $183,012.30, and a Monthly Cost of $15,157.84, City Proiect No. 83240 RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Mobile Modular Management Corporation for the supply and installation of modular buildings to serve as temporary recreation facilities during the construction of the new Community Center at an installation cost of $183,012.30, and a monthly cost of $15,157.84, City Project No. 83240. BACKGROUND During the construction of the new Community Center, temporary facilities will be needed for ongoing programming and staff offices. The installation of temporary portables, in lieu of renting a building, was the preferred option because: 1. There is limited stock in Burlingame near residences that would fit the needs of a recreation facility. 2. The cost to renovate a rental building in order to meet recreational needs added an additional cost to the project. It was anticipated that the renovation cost would be $100- $150 per square foot. 3. The temporary modular buildings can be conveniently located to minimize the disruption of services and maintain convenience for the public. The temporary facilities will be comprised of two single portables for offices, the registration desk, and toilet; and two double-wides that will allow for three classrooms with a toilet in each. In addition to using the portables for programming, the City will also be using the Lions Club during the week. The temporary facilities will be located in Parking Lot X adjacent to the Lions Club (Exhibit C). This location, which is owned by the City, was chosen due to its proximity to the existing Recreation Center and Lions Club. Both Parks and Recreation and Public Works staff have worked closely to establish a site plan and layout and to coordinate the necessary modifications to the parking lot to 1 Agreement with Mobile Modular for Temporary Recreation Facilties December 16, 2019 maximize parking retention while maintaining operational efficiencies for the delivery of programs. These modifications include the widening of the west entry, the closure of the east entry, the restriping of stalls for ADA access, and careful coordination to maintain pedestrian access. DISCUSSION The project was bid to include the installation costs and the monthly cost for the duration of the project. The bid was awarded on the total lump sum to install and rent the equipment for 20 months to allow for consistency during bidding amongst the bidders. The project was advertised per the City's bidding policy, with bids due on December 2, 2019. The City received no bids. Per Public Contract Code 22038(c), the City has the option to negotiate directly with the preferred provider to procure the portables for the duration of the construction. The City entered into negotiations with Mobile Modular and received a quote for an installation cost of $183,012.30 and a monthly rental of $15,157.84. The monthly fee includes the costs to maintain the toilet facilities. FISCAL IMPACT The City Council has allocated funds in the Capital Improvement Program for the construction of the new Community Center and associated expenses. Exhibits: • Resolution • Agreement with Mobile Modular Management Corporation • Mobile Modular Management Corporation Quote • Temporary Facilites Location Map 2 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH MOBILE MODULAR MANAGEMENT CORPORATION FOR TEMPORARY RECREATION FACILITIES DURING THE CONSTRUCTION OF A NEW COMMUNITY CENTER AT AN INSTALLATION COST OF $183,012.30, AND A MONTHLY COST OF $15,157.84, CITY PROJECT NO. 83240 WHEREAS, the City of Burlingame Capital Improvement Program includes the construction of a new Community Center; and WHEREAS, temporary facilities will be required for ongoing programming and staff offices; and WHEREAS, a notice was duly published on November 8, 2019, for bids for the temporary facilities; and WHEREAS, on December 2, 2019, the City received no bids; and WHEREAS, per Public Contract Code 22038(c), the City has the option to negotiate with the preferred provider to procure the portables for the duration of the construction; and WHEREAS, the City entered into negotiations with Mobile Modular Management Corporation and received a quote for an installation cost of $183,012.30 and a monthly rental of $15,157.84. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AND ORDERS AS FOLLOWS: 1. The facts in the recitals above and in the staff report are true and correct. 2. The Plans and Specifications, including all addenda, are approved and adopted. 3. The contract with Mobile Modular Management Corporation for said project is accepted. 4. The City shall enter into a contract with Mobile Modular Management Corporation for the temporary portables, Project No. 83240, and the City Manager is authorized on behalf of the City of Burlingame to execute said contract. Donna Colson, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, certify that the foregoing resolution was introduced at a regular meeting of the City Council held on the 16th day of December, 2019, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk Contract Clause Document for Solicitation Number: 7FCI-F8-030056-B Refresh Number: 38 Contract Number: GS -07F -0401X Created on June 11, 2019 TABLE OF CONTENTS Contract Clauses 52.202-1 -DEFINITIONS (NOV 2013)...................................................................................................... 1 52.203-13 -CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015) ...................1 52.203-17 - CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTSAND REQUIREMENT TO INFORMEMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014) .................................................... 4 52.203-3 - GRATUITIES (APR 1984)......................................................................................................... 4 52.203-6 - RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (ALTERNATE I -- OCT 1995)..................................................................................................................... 5 52.204-10 - REPORTING EXECUTIVE COMPENSATIONAND FIRST-TIER SUBCONTRACT AWARDS(OCT 2016)................................................................................................................................. 5 52.204-13 - SYSTEMFOR AWARD MANAGEMENT MAINTENANCE (OCT 2018) ............................... 8 52.204-15 - SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE -DELIVERY CONTRACTS(JAN 2014)........................................................................................................................... 9 52.204-18 - COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016).......10 52.204-19 - INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)............................................................................................................................................... 11 52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)..........................................................................................................................................................11 52.204-23 - PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BYKASPERSKYLAB AND OTHER COVERED ENTITIES (JUL 2018)..........................................................................................................................................................12 52.204-4 - PRINTED OR COPIED DOUBLE -SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)............................................................................................................................................... 13 52.204-7 - SYSTEMFOR AWARD MANAGEMENT (OCT 2018)........................................................... 14 52.204-9 - PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)....15 52.207-5 - OPTION TO PURCHASE EQUIPMENT (FEB 1995)............................................................16 52.208-9 - CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OR SERVICES (MAY 2014)..........................................................................................................................................................16 52.209-1- QUALIFICATION REQUIREMENTS (FEB 1995).................................................................17 52.209-10 - PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)............................................................................................................................................... 18 52.209-6 - PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015).......18 52.209-9- UPDATES OFPUBLICLYAVAILABLEINFORMATION REGARDING RESPONSIBILITY MATTERS(OCT 2018)............................................................................................................................. 19 52.211-16 - VARIATION IN QUANTITY (APR 1984).............................................................................. 20 52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (AUG 2012).............................................................. 20 52.215-21 - REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA --MODIFICATIONS (OCT 2010) (ALTERNATE IV - OCT2010)................................................................................................................................................. 24 52.216-18 - ORDERING (OCT 1995) (DEVIATION 11- FEB 2 00 7) ....................................................... 25 52.216-19 - ORDER LIMITATIONS (OCT 1995) (DEVIATED II - FEB 2 00 7) .......................................25 52.216-22 - INDEFINITE QUANTITY (OCT 1995)................................................................................. 26 52.217-8 - OPTION TO EXTEND SERVICES (NOV 1999)..................................................................... 26 52.219-13 - NOTICE OF SET-ASIDE OF ORDERS (NOV 2011)............................................................26 52.219-14 - LIMITATIONS ON SUBCONTRACTING (JAN 2017).......................................................... 27 52.219-16 - LIQUIDATED DAMAGES --SUBCONTRACTING PLAN (JAN 1999) ................................. 27 52.219-27 -NOTICE OF SERVICE -DISABLED VETERAN -OWNED SMALL BUSINESS SET-ASIDE (NOV 2011)............................................................................................................................................... 28 52.119-28 - POST -AWARD SMALL BUSINESS PROGRAMREREPRESENTA TION (JUL 2013)........ 29 52.219-29 - NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (DEC 2015).......................... 30 52.219-3 -NOTICE OF TOTAL HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (NOV 2011).... 31 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(DEC 2015)........................................................................................................................... 33 52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)....................................... 35 52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018)......................................... 36 52.219-9 - SMALL BUSINESS SUBCONTRACTING PLAN (AUG 2018) (ALTERNATE 11- NOV 2016).......................................................................................................................................................... 38 52.222-1- NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997).............................. 47 52.222-17 - NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)...................................... 47 52.222-19 - CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2018). 50 52.222-21- PROHIBITION OF SEGREGATED FACILITIES (APR 2015)............................................. 51 52.222-26 - EQUAL OPPORTUNITY (SEP 2016)................................................................................... 52 52.222-3 - CONVICT LABOR (JUN 2003)............................................................................................... 54 52.222-35 - EQUAL OPPORTUNITYFOR VETERANS (OCT 2015)..................................................... 55 52.222-36 - EQUAL OPPORTUNITYFOR WORKERS WITH DISABILITIES (JUL 2014)................... 55 52.222-37 - EMPLOYMENT REPORTS ON VETERANS (FEB 2016).....................................................55 52.222-40 - NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT(DEC 2010)....................................................................................................................................... 56 52.222-41- SERVICE CONTRACT LABOR STANDARDS (AUG 2018)................................................. 57 52.222-42 - STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014).................. 63 52.222-43 - FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDSB##PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018).......................................................................................................................................................... 63 52.222-49 - SER VICE CONTRACT LABOR STANDARDS a## PLACE OF PERFORMANCE UNKNOWN(MAY2014)...........................................................................................................................64 52.222-51- EXEMPTION FROMAPPLICA TION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT--REQUIREMENTS(AM Y2014) ....................................................................................... 64 52.222-53 - EXEMPTION FROMAPPLICA TION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES--REQUIREMENTS (MAY 2014).............. 65 52.222-54 - EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015).............................................. 66 52.222-55 - MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 2015)............................. 68 52.222-6 - CONSTRUCTION WAGE RATE REQUIREMENTS (0812212018)......................................... 72 52.222-7 - WITHHOLDING OF FUNDS (MAY 2014)............................................................................. 74 52.222-8 - PAYROLLS AND BASIC RECORDS (AUG 2018).................................................................. 74 52.222-9 - APPRENTICES AND TRAINEES (JUL 2005)........................................................................ 76 52.223-10- WASTE REDUCTION PROGRAM(M4Y2011)................................................................... 77 52.223-11- OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOR0CARBONS (JUN 2016)................................................................................................ 77 52.223-15 - ENERGYEFFICIENCYINENERGY- CONS UMING PRODUCTS (DEC 2007).................78 52.223-17 - AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008)..........................................................................................79 52.223-18 - ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING(A UG 2011).............................................................................................................................. 80 52.223-19 - COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011)........ 80 52.223-2 - AFFIRMATIVE PROCUREMENT OF BIOBA SED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013)...........................................................................................81 52.223-3 - HAZARDOUS MATERIAL IDEN TIFICA TION A ND MATERIAL SAFETY DATA (JAN 1997).......................................................................................................................................................... 81 52.223-3 - HAZARDOUS MATERIAL IDENfi1FICATION AND MATERIAL SAFETY DATA (JAN 1997) (ALTERNATE 1- JUL 1995)..................................................................................................................... 81 52.223-5 - POLL UTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011)......... 84 52.223-7 - NOTICE OF RADIOACTIVE MATERIALS (JAN 199 7) ......................................................... 85 52.224-1- PRIVACY ACT NOTIFICATION (APR 1984)......................................................................... 85 52.124-2 - PRIVACYACT (APR 1984)..................................................................................................... 85 52.225-13 - RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)................................86 52.225-5 - TRADE AGREEMENTS (AUG 2018)......................................................................................86 52.228-5 - INSURANCE--WORK ON GOVERNMENT INSTALLATION (JAN 199 7) ......................... 89 52.229-1- STATE AND LOCAL TAXES (APR 1984) (DEVIATION I - MAY 2003)................................ 89 52.229-3 -FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) (DEVIATION I -FEB 2007)............ 89 52.232-17- INTEREST (11AY2014) (DE VIA TION I - MAY2003).......................................................... 90 52.232-19- AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984) (DEVIATION I - MAY2003)................................................................................................................................................. 91 52.232-33 - PAYMENT BYELECTRONIC FUNDS TRANSFER - SYSTEMFOR AWARD MANAGEMENT(OCT 2018).................................................................................................................... 91 52.232-34 -PAYMENT BYELECTRONIC FUNDS TRANSFER --OTHER THAN SYSTEMFOR AWARD MANAGEMENT (JUL 2013) (DEVIATIONI -FEB 2007)...................................................................... 93 52.232-36- PAYMENT BY THIRD PARTY (MAY 2014) (DEVIATION 1- MAY 2003)........................... 95 52.232-37 - MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999)..................................................... 96 52.232-40 -PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)............................................................................................................................................... 96 52.233-1- DISPUTES(AIA Y2014).......................................................................................................... 96 52.233-3 - PROTESTAFTER AWARD (AUG 1996)................................................................................ 97 52.233-4 -APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)........................... 98 52.237-2- PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984).......................................................................................................................................................... 98 52.237-3 - CONTINUITY OF SERVICES (JAN 1991)..............................................................................98 52.239-1- PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)......................................................... 99 52.242-13 - BANKRUPTCY (JUL 1995)................................................................................................... 99 52.241-15 - STOP-WORK ORDER (AUG 1989)...................................................................................... 99 52.242-5 -PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)..............................100 52.246-4 -INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996) (DEVIATIONI - M4Y2003).101 52.247-1- COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006)............................................101 52.247-32 - F.O.B. ORIGIN, FREIGHT PREPAID (FEB 2006)............................................................102 52.247-34 - F.O.B. DESTINATION (NOV 1991) (DEVIATIONI - MA Y2003).....................................103 52.247-38 - F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006) (DEVIATION I - FEB 2007)........................................................................................................................................................104 52.247-39 - F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984)............................. 105 52.247-58 - LOADING, BLOCKING, AND BRACING OF FREIGHT CAR AND TRAILER-ON-FLAT CAR (PIGGYBACK) SHIPMENTS (DEVIATION I - OCT 1984) ...........................................................105 52.247-64 - PREFERENCE FOR PRIVATELYOWNED U.S. - FLAG COMMERCIAL VESSELS (FEB 2006)........................................................................................................................................................105 52.247-65 - F.O.B. ORIGIN, PREPAID FREIGHT--SMALL PACKAGE SHIPMENTS (JAN 1991)....107 52.247-68 - REPORT OF SHIPMENT (REPSHIP) (FEB 2006)............................................................107 52.251-1- GOVERNMENT SUPPLYSOURCES (APR 2012)............................................................... 108 52.252-2 - CLAUSES INCORPORATED BYREFERENCE (FEB 1998)...............................................108 552.203-71- RESTRICTION ONADVERTISING (SEP 1999).............................................................. 112 552.211-73 - MARKING (FEB 1996)......................................................................................................112 552.211-75 - PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALTERNATE I - MAY 2003)........................................................................................................................................................112 552.211-77 - PACKING LIST (FEB 1996) (ALTERNATE I - MAY 2003)..............................................113 552.211-78 - COMMERCIAL DELIVERY SCHEDULE (MULTIPLE AWARD SCHEDULE) (FEB 1996)........................................................................................................................................................113 552.211-8 - TIME OF DELIVERY (SEP 1999).......................................................................................114 552.211-89 - NON-MANUFACTURED WOOD PACKAGING MATERIAL FOR EXPORT (JUL 2016)114 552.212-4 - CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (JAN 2017) (DEVIATION- FEB 2007) (DEVIATION- FEB 2018)..........................................................................115 552.212-4 - CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (JAN 2017) (DEVIATION - FEB 2018) (ALTERNATE I - JAN 2017) (DEVIATION - FEB 2007)........................... 123 552.212-70 - PREPARATION OF OFFER (MULTIPLE AWARD SCHEDULE) (AUG 1997)............. 135 552.212-71 - CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2016).......................................................................................................136 552.212-72 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2015)........................................................................................................................................................137 552.215-71 - EXAMINATION OF RECORDS BY GSA (MULTIPLE AWARD SCHEDULE) (JUL 2003)........................................................................................................................................................138 552.215-72 - PRICE ADJUSTMENT - FAILURE TO PROVIDE ACCURATE INFORMATION (A UG 1997)........................................................................................................................................................138 552.215-73 - NOTICE (JUL 2016)..........................................................................................................138 552.216-70 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I - SEP 1999) (DEVIATION - APR 2007) ............................ 139 552.216-70 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE CONTRACTS(SEP 1999).......................................................................................................................139 552.216-72 - PLACEMENT OF ORDERS (JAN 2016).......................................................................... 140 552.223-70 - HAZARDOUS SUBSTANCES (MAY 1989).......................................................................141 552.223-71- NONCONFORMING HAZARDOUS MATERIALS (SEP 1999) ....................................... 141 552.223-73 - PRESERVATION, PACKAGING, PACKING, MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAI) FOR SHIPMENTS (JUN 2015) ..............................................142 552.228-5 - GOVERNMENT AS ADDITIONAL INSURED (JAN 2016) ................................................143 552.229-70 - FEDERAL, STATE, AND LOCAL TAXES (APR 1984) .....................................................143 552.229-71- FEDERAL EXCISE TAX --DC GOVERNMENT (SEP 1999) ............................................ 143 552.232-23 - ASSIGNMENT OF CLAIMS (SEP 1999).......................................................................... 143 552.232-8 - DISCOUNTS FOR PROMPT PAYMENT (APR 1989) (DEVIATION FAR 52.232-8) (ALTERNATE I - MAY 2003)..................................................................................................................143 552.232-8 - DISCOUNTS FOR PROMPT PAYMENT (APR 1989) (DEVIATION FAR 52.232-8)....... 144 552.232-81- PAYMENTS BYNON-FEDERAL ORDERING ACTIVITIES (MAY 2003) .......................145 552.232-83 - CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2003) .......:................................145 552.238-70 - IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING ACCESSIBILITY FOR THE HANDICAPPED (SEP 199 1) .................................................................... 145 552.238-71- SUBMISSION AND DISTRIBUTION OFAUTHORIZED FSS SCHEDULE PRICELISTS (SEP 1999) (DEVIATION -- JUN 2016).................................................................................................146 552.238-72 - IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (SEP 2003)........................................................................................................................................................146 552.238-73 - CANCELLATION (SEP 1999)...........................................................................................148 552.238-74 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (MAY 2014) .........................148 552.238-75 - PRICE REDUCTIONS (JUL 2016) (ALTERNATE I - JUL 2016) .................................... 150 552.238-77 - DEFINITION (FEDERAL SUPPLY SCHEDULES) - NON-FEDERAL ENTITY (JUL 2016)........................................................................................................................................................150 552.238-78 - SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (JUL 2016) ................ 150 552.238-79 - USE OF FEDERAL SUPPL Y SCHED ULE CONTRA CTS BY NON-FEDERAL ENTITIES (JUL 2016).............................................................................................................................................. 152 552.238-81- MODIFICATION (FEDERAL SUPPLYSCHEDULE) (APR 2014) (ALTERNATE I - JUN 2016)........................................................................................................................................................153 552.238-82 - SPECIAL ORDERING PROCEDURES FOR THE ACQUISITION OF ORDER -LEVEL MATERIALS(JAN 2018).........................................................................................................................155 552.246-73 - WARRANTY --MULTIPLE AWARD SCHEDULE (MAR 2000) (ALTERNATE I- MAY 2003)........................................................................................................................................................156 C -FSS -370 - CONTRACTOR TASKS/SPECIAL REQUIREMENTS (NOV 2003) ................................157 C -FSS -411- FIRE OR CASUALTY HAZARDS, OR SAFETY OR HEALTH REQUIREMENTS (OCT 1992)........................................................................................................................................................158 C -FSS -412 - CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2000) ........................................ 158 C -FSS -425 - WORKMANSHIP (OCT 1988)...........................................................................................158 C -FSS -427 -ANS! STANDARDS (JUL 1991).........................................................................................159 C -FSS -439 - ENVIRONMENTAL PROTECTION AGENCY REGISTRATION REQUIREMENT (APR 1996)........................................................................................................................................................159 CI -FSS -056 - FEDERAL ACQUISITION REGULATION (FAR) PART 51 DEVIATION AUTHORITY (FEDERAL SUPPL Y SCHEDULES) (JAN 2010)...................................................................................159 D -FSS -440 - PRESERVATION, PACKAGING, PACKING, AND MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAI) FOR SURFACE SHIPMENT (MAY 199 7) .............................160 D -FSS -447 - SEPARATE CHARGE FOR PERFORMANCE ORIENTED PACKAGING (POP) (JAN 1992)........................................................................................................................................................160 D -FSS -456 - PACKAGING AND PACKING (APR 1984)......................................................................161 D -FSS -471 - MARKING AND DOCUMENTATION REQUIREMENTS PER SHIPMENT (APR 1984)161 D -FSS -477 - TRANSSHIPMENTS (APR 1984).......................................................................................162 E -FSS -521-D - INSPECTION (MAY 2000).............................................................................................162 E -FSS -522 - INSPECTION AT DESTINATION (MAR 1996).................................................................162 F -FSS -202-F - DELIVERY PRICES (APR 1984)....................................................................................162 F-FSS-102-G - DELIVERY PRICES (JAN 1994)....................................................................................163 F-FSS-230 -DELIVERIES TO THE U.S. POSTAL SERVICE (JAN 1994)............................................164 F-FSS-244-B -ADDITIONAL SERVICE CHARGE FOR DELIVERY WITHIN CONSIGNEE'S PREMISES(AM Y2000)..........................................................................................................................164 F-FSS-736 A - EXPORT TRAFFIC RELEASE (OCT 1988)...................................................................165 F-FSS-772 - CARLOAD SHIPMENTS (APR 1984)................................................................................165 G-FSS-900-C - CONTACT FOR CONTRACT ADMINISTRATION (JUL 2003)...................................165 G-FSS-906 - VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAS) (JAN 1999)....................166 G-FSS-907 - ORDER ACKNOWLEDGEMENT (APR 1984)................................................................. 166 G-FSS-910 - DELIVERIES BEYOND THE CONTRACTUAL PERIOD-PLACING OF ORDERS (OCT 1988)........................................................................................................................................................166 I-FSS-103 - SCOPE OF CONTRACT WORLDWIDE (JUL 2002).........................................................167 I-FSS-106 - GUARANTEED MINIMUM (NOV 2018)............................................................................167 I-FSS-108 - CLAUSES FOR OVERSEAS COVERAGE (MAY 2000)..................................................... 168 I-FSS-109 - ENGLISH LA NG UA GEAND U.S. DOLLAR REQUIREMENTS (MAR 1998).................. 168 I-FSS-140-B - URGENT REQUIREMENTS (JAN 1994)........................................................................168 I-FSS-163 - OPTION TO EXTEND THE TERM OF THE CONTRACT (EVERGREEN) (APR 2000)..168 I-FSS-314 - FOREIGN TAXES AND DUTIES (DEC 1990)...................................................................169 I-FSS-40 - CONTRACTOR TEAMARRANGEMENTS (JUL 2003)....................................................... 169 I-FSS-50 - PERFORMANCE REPORTING REQUIREMENTS (FEB 1995).........................................169 I-FSS-546 - GUARANTEE (APR 1984).................................................................................................. 169 I-FSS-594 - PARTS AND SERVICE (OCT 1988)................................................................................... 170 I-FSS-597 - GSA ADVANTAGE! (OCT 2014)........................................................................................ 170 I-FSS-599 - ELECTRONIC COMMERCE - FACNET (APRIL 2018)....................................................170 I-FSS-60 - PERFORMANCE INCENTIVES (APR 2000)....................................................................... 172 I-FSS-600 - CONTRACT PRICE LISTS (OCT 2016)............................................................................. 172 I-FSS-639 - CONTRACT SALES CRITERIA (MAR 2002)......................................................................176 I-FSS-644 - DEALERS AND SUPPLIERS (OCT 1988)..........................................................................176 I-FSS-646 - BLANKET PURCHASE AGREEMENTS (MAY 2000)........................................................176 I-FSS-680 - DISSEMINATION OF INFORMATION BY CONTRACTOR (APR 1984)......................... 176 I-FSS-965 - INTERPRETATION OF CONTRACT REQUIREMENTS (APR 1984)...............................176 1-FSS-969 - ECONOMIC PRICE ADJUSTMENT-FSS MULTIPLE AWARD SCHEDULE (OCT 2014)177 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.202-1 DEFINITIONS (NOV 2013) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless— (a) The solicitation, or amended solicitation, provides a different definition; (b) The contracting parties agree to a different definition; (c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or (d) The word or term is defined in FAR Part 31, for use in the cost principles and procedures 52.203-13 Contractor Code of Business Ethics and Conduct (OCT 2015) (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. Page: 1 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall — (i) Have a written code of business ethics and conduct; (ii) Make a copy of the code available to each employee engaged in performance of the contract. (2) The Contractor shall — (i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. (3) (i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed — (A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733). (ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked "confidential" or "proprietary" by the company. To the extent permitted by law and regulation, such information will not be released by the 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 item 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 Page: 2 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X principals and employees, and as appropriate, the Contractor's agents and subcontractors. (2) An internal control system. (i) The Contractor's internal control system shall — (A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and (B) Ensure corrective measures are promptly instituted and carried out. (ii) At a minimum, the Contractor's internal control system shall provide for the following: (A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system. (B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct. (C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including — (1) Monitoring and auditing to detect criminal conduct; (2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and (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. Page: 3 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (2) If the violation relates to an order against a Governmentwide acquisition contract, a multi -agency contract, a multiple -award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers. (3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract. (4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause. (G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions. (d) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5.5 million and 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. 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014) (a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908. (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 section 3.908 of the Federal Acquisition Regulation. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold. 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, toobtain a contract or favorable treatment under a contract. (b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction. Page: 4 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (c) If this contract is terminated under paragraph (a) above, the Government is entitled— (I) 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. 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (ALTERNATE I—OCT 1995) (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 items, 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 item(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. 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2016) (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)): (l) 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. Page: 5 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (3) Earnings for services under non -equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (5) Above -market earnings on deferred compensation which is not tax -qualified. (6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. (b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public. (c) Nothing in this clause requires the disclosure of classified information. (d) (1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) database (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 with a value of $30,000 or more, 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 Page: 6 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X the subcontract. (vi) Subcontract number (the subcontract number assigned by the Contractor). (vii) Subcontractor's physical address including street address, city, state, and country. Also include the nine -digit zip code and congressional district. (viii) Subcontractor's primary performance location including street address, city, state, and country. Also include the nine -digit zip code and congressional district. (ix) The prime contract number, and order number if applicable. (x) Awarding agency name and code. (xi) Funding agency name and code. (xii) Government contracting office code. (xiii) Treasury account symbol (TAS) as reported in FPDS. (xiv) The applicable North American Industry Classification System code (NAICS). (3) Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract with a value of $30,000 or more, 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 less than $30,000 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 Page: 7 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X officer. If the SAM database information is incorrect, the contractor is responsible for correcting this information. 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 Page: 8 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (d) (1) (i) If a Contractor has legally changed its business name or doing business as name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change -of -name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to — (A) Change the name in SAM; (B) Comply with the requirements of subpart 42.12 of the FAR; and (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name. (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. 52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE -DELIVERY CONTRACTS (OCT 2016) (a) Definition. First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor's supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor's general and administrative expenses or indirect costs. (b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed during the preceding Government fiscal year (October I– Page: 9 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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: (l) 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. 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016) 4.1804(c) (a) Definition. As used in this clause — Commercial and Government Entity (CAGE) code means — (l) 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; or (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code. (b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract. For contractors registered in the System for Award Management (SAM), the DLA Commercial and Page! 10 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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.dia.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. 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. 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016) (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. (l) 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). Page: 11 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute. (iii) Verify and control/limit connections to and use of external information systems. (iv) Control information posted or processed on publicly accessible information systems. (v) Identify information system users, processes acting on behalf of users, or devices. (vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems. (vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse. (viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals. (ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices. (x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems. (xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks. (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 items, 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. 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (JUL 2018) (a) Definitions. As used in this clause — Covered article means any hardware, software, or service that — Page: 12 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (l) Is developed or provided by a covered entity; (2) Includes any hardware, software, or service developed or provided in whole or in part by a covered entity; or (3) Contains components using any hardware or software developed in whole or in part by a covered entity. Covered entity means — (1) Kaspersky Lab; (2) Any successor entity to Kaspersky Lab; (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 covered article. The Contractor is prohibited from — (1) Providing any covered article that the Government will use on or after October 1, 2018; and (2) Using any 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 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:Hdibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (c)(1) of this clause: (i) Within 1 business day 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 covered article, any reasons that led to the use or submission of the covered article, and any additional efforts that will be incorporated to prevent future use or submission of covered articles. (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 items. Page: 13 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 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. (Nae: This is= FSS reproductionwing word processingsoftwane) 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 32.111 for the same entity. "Registered in the System for Award Management (SAM " means that — (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_U4 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 Page: 14 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. 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 (FIDS 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. Page: 15 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.207-5 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." 52.208-9 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 Page: 16 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 1310 Braddock Place Alexandria, VA 22314-1691 (703)310-0500 (2) NISH 8401 Old Courthouse Road Vienna, VA 22182 (571)226-4660 52.209-1 QUALIFICATION REQUIREMENTS (FEB 1995) 9.206-2 (a) Definition: "Qualification requirement," as used in this clause, means a Government requirement for testing or other quality assurance demonstration that must be completed before award. (b) One or more qualification requirements apply to the supplies or services covered by this contract. For those supplies or services requiring qualification, whether the covered product or service is an end item under this contract or simply a component of an end item, the product, manufacturer, or source must have demonstrated that it meets the standards prescribed for qualification before award of this contract. The product, manufacturer, or source must be qualified at the time of award whether or not the name of the product, manufacturer, or source is actually included on a qualified products list, qualified manufacturers list, or qualified bidders list. Offerors should contact the agency activity designated below to obtain all requirements that they or their products or services, or their subcontractors or their products or services, must satisfy to become qualified and to arrange for an opportunity to demonstrate their abilities to meet the standards specified for qualification. (Name) * Address) * (c) If an offeror, manufacturer, source, product or service covered by a qualification requirement has already met the standards specified, the relevant information noted below should be provided. Offeror's Name Manufacturer's Name Source's Name Item Name Service Identification Test Number (to the extent known) (d) Even though a product or service subject to a qualification requirement is not itself an end item under this contract, the product, manufacturer, or source must nevertheless be qualified at the time of award of this contract. This is necessary whether the Contractor or a subcontractor will ultimately provide the product or service in question. If, after award, the Contracting Officer discovers that an applicable qualification requirement was not in fact met at the time of award, the Contracting Officer may either terminate this contract for default or allow performance to continue if adequate consideration is offered and the action is determined to be otherwise in the Government's best interests. (e) If an offeror, manufacturer, source, product or service has met the qualification requirement but is not yet on a qualified products list, qualified manufacturers list, or qualified bidders list, the offeror must submit evidence of qualification prior to award of this contract. Unless determined to be in the Government's interest, award of this contract shall not be delayed to permit an offeror to submit evidence of qualification. Page: 17 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (f) Any change in location or ownership of the plant where a previously qualified product or service was manufactured or performed requires reevaluation of the qualification. Similarly, any change in location or ownership of a previously qualified manufacturer or source requires reevaluation of the qualification. The reevaluation must be accomplished before the date of award. 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 the Contracting Officer within five business days from the date of the inversion event. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) (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 item (as defined in paragraph (1) of the definition in FAR 2j 01); (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 $35,000 with a Contractor that is debarred, suspended, or proposed for debarment by any executive agency unless there is a compelling reason to do so. Page: 18 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (c) The Contractor shall require each proposed subcontractor whose subcontract will exceed $35,000, 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. (e) Subcontracts. Unless this is a contract for the acquisition of commercial items, 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 $35,000 in value; and (2) Is not a subcontract for commercially available off-the-shelf items. 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018) (a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management via https://www.sam.gov. (b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments — (1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by — (i) Government personnel and authorized users performing business on behalf of the Government; or (ii) The Contractor, when viewing data on itself; and (2) The publicly -available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for — (i) Past performance reviews required by subpart 42.15; (ii) Information that was entered prior to April 15, 2011; or Page: 19 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.211-16 VARIATION IN QUANTITY (APR 1984) (a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) below. (b) The permissible variation shall be limited to: 0 percent increase 0 percent decrease This increase or decrease shall apply to 0. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS — COMMERCIAL ITEMS (AUG 2012) (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 items: (1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)). [ ] Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(8)). Number Title Clause/Provision 52.203-13 CONTRACTOR CODE OF BUSINESS Clause ETHICS AND CONDUCT (OCT 2015) Page: 20 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.203-6 RESTRICTIONS ON Clause SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (ALTERNATE I -- OCT 1995) 52.204-10 REPORTING EXECUTIVE Clause COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2016) 52.204-15 SERVICE CONTRACT REPORTING Clause REQUIREMENTS FOR INDEFINITE -DELIVERY CONTRACTS Page: 21 of 178 (JAN 2014) 52.209-6 PROTECTING THE GOVERNMENTS Clause INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) 52.219-13 NOTICE OF SET-ASIDE OF ORDERS Clause (NOV 2011) 52.219-14 LIMITATIONS ON SUBCONTRACTING Clause (JAN 2017) 52.219-16 LIQUIDATED Clause DAMAGES --SUBCONTRACTING PLAN (JAN 1999) 52.219-27 NOTICE OF SERVICE -DISABLED Clause VETERAN -OWNED SMALL BUSINESS SET-ASIDE (NOV 2011) 52.219-28 POST -AWARD SMALL BUSINESS Clause PROGRAM REREPRESENTATION (JUL 2013) 52.219-29 NOTICE OF SET-ASIDE FOR, OR Clause SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN -OWNED SMALL BUSINESS CONCERNS (DEC 2015) 52.219-3 NOTICE OF TOTAL HUBZONE Clause SET-ASIDE OR SOLE SOURCE AWARD (NOV 2011) 52.219-30 NOTICE OF SET-ASIDE FOR, OR Clause SOLE SOURCE AWARD TO, WOMEN -OWNED SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN -OWNED SMALL BUSINESS PROGRAM (DEC 2015) 52.219-6 NOTICE OF TOTAL SMALL BUSINESS Clause SET-ASIDE (NOV 2011) 52.219-8 UTILIZATION OF SMALL BUSINESS Clause CONCERNS (OCT 2018) 52.219-9 SMALL BUSINESS Clause Page: 21 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X SUBCONTRACTING PLAN (AUG 2018) (ALTERNATE 11 - NOV 2016) 52.222-19 CHILD LABOR - COOPERATION WITH Clause AUTHORITIES AND REMEDIES (JAN 2018) 52.222-21 PROHIBITION OF SEGREGATED Clause FACILITIES (APR 2015) 52.222-26 EQUAL OPPORTUNITY (SEP 2016) Clause 52.222-3 CONVICT LABOR (JUN 2003) Clause 52.222-35 EQUAL OPPORTUNITY FOR Clause VETERANS (OCT 2015) 52.222-36 EQUAL OPPORTUNITY FOR Clause WORKERS WITH DISABILITIES (JUL 2014) 52.222-37 EMPLOYMENT REPORTS ON Clause VETERANS (FEB 2016) 52.222-40 NOTIFICATION OF EMPLOYEE Clause RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) 52.222-54 EMPLOYMENT ELIGIBILITY Clause VERIFICATION (OCT 2015) 52.223-15 ENERGY EFFICIENCY IN Clause ENERGY -CONSUMING PRODUCTS (DEC 2007) 52.223-18 ENCOURAGING CONTRACTOR Clause POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011) 52.225-13 RESTRICTIONS ON CERTAIN Clause FOREIGN PURCHASES (JUN 2008) 52.225-5 TRADE AGREEMENTS (AUG 2018) Clause 52.232-33 PAYMENT BY ELECTRONIC FUNDS Clause TRANSFER - SYSTEM FOR AWARD MANAGEMENT (OCT 2018) 52.239-1 PRIVACY OR SECURITY Clause SAFEGUARDS (AUG 1996) 52.247-64 PREFERENCE FOR PRIVATELY Clause OWNED U.S. - FLAG COMMERCIAL VESSELS (FEB 2006) (2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553). (3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78) (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 items: Number Title Clause/Provision 52.222-17 NONDISPLACEMENT OF QUALIFIED Clause Page: 22 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X EXECUTIVE ORDER 13658 (DEC 2015) (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 items: Required as applicable (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, 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. Page: 23 of 178 WORKERS (MAY 2014) 52.222-41 SERVICE CONTRACT LABOR Clause STANDARDS (AUG 2018) 52.222-42 STATEMENT OF EQUIVALENT RATES Clause FOR FEDERAL HIRES (MAY 2014) 52.222-43 FAIR LABOR STANDARDS ACT AND Clause SERVICE CONTRACT LABOR STANDARDSA##PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018) 52.222-51 EXEMPTION FROM APPLICATION OF Clause THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT --REQUIREMENTS (MAY 2014) 52.222-53 EXEMPTION FROM APPLICATION OF Clause THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES --REQUIREMENTS (MAY 2014) 52.222-55 MINIMUM WAGES UNDER Clause EXECUTIVE ORDER 13658 (DEC 2015) (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 items: Required as applicable (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, 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. Page: 23 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 paragraphs (e)(1) of this paragraph in a subcontract for commercial items. 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 (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). (ii) 52.219-8, Utilization of Small Business Concerns (May 2004) (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 $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting (iii) [Reserved] (iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212). (vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). (vii) 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. (viii) 52.222-11, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.). (ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(8)). [ Required as applicable ] Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(8)). (x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment -Requirements (Nov 2007) (41 U.S.C. 351, et seq.). (xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services -Requirements (Feb 2009) (41 U.S.C. 351, et seq.). (xii) 52.222-54, Employment Eligibility Verification (Jul 2012). (xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) 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 items a minimal number of additional clauses necessary to satisfy its contractual obligations. 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA — MODIFICATIONS (OCT 2010) (ALTERNATE IV — OCT 2010) Page: 24 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 552.243-72, 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. Note: Regulation 52.215-21 Citation should be 552.238-81 instead of 552.243-72 52.216-18 ORDERING (OCT 1995) (DEVIATION II -- FEB 2007) (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 Date of Award through Contract expiration date. (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) If mailed, a delivery order or task order is considered "issued" when the ordering activity deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule. 52.216-19 ORDER LIMITATIONS (OCT 1995) (DEVIATION II — FEB 2007)16.506(b) (a) Minimum order. When the ordering activity requires supplies or services covered by this contract in an amount of less than TBD, the ordering activity 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 TBD; (2) Any order for a combination of items in excess of TBD; 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 ordering activity 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. Page: 25 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 ordering activity may acquire the supplies or services from another source. Note: Regulation 52.216-19 Note: Due to a system limitation, a Maximum Order value of $100,000 has been identified for the Order -Level Materials SIN. However, as Order -Level Materials are only acquired in direct support of an individual task or delivery order, the contractor's right to decline an order as outlined in FAR 52.216-19 Order Limitations paragraph (b) Maximum Order shall be based on the SINS that are the primary basis or purpose of the order, not the Maximum Order value associated with the Order -Level Materials SIN. Additionally, Ordering agencies are reminded that the Maximum Order value identified for a Schedule SIN does not limit the value of an individual task or delivery order. Ordering limitations and procedures applicable to task or delivery orders inclusive of Order -Level Materials are outlined in GSAR 552.238-82, Special Ordering Procedures for the Acquisition of Order -Level Materials. 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. (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 basic contract ordering period. [insert date]. 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 each (per) task or delivery order.. Page: 26 of 178 Contract Clauses for Solicitation 7FCI-FB-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.219-13 NOTICE OF SET-ASIDE OF ORDERS (NOV 2011) The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business concerns identified in 19.000(a)(3). 52.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 2017) (a) This clause does not apply to the unrestricted portion of a partial set-aside. (b) Applicability. This clause applies only to — (1) Contracts that have been set aside or reserved for small business concerns or 8(a) participants; (2) Part or parts of a multiple -award contract that have been set aside for small business concerns or 8(a) participants; and (3) Orders set aside for small business or 8(a) participants under multiple -award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F). (c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for— (1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern. (2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials. (3) General construction. The concern will, perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees. (4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees. 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (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, 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. Page: 27 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.219-27 NOTICE OF SERVICE -DISABLED VETERAN -OWNED SMALL BUSINESS SET-ASIDE (NOV 2011) (a) 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 or reserved 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; and (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). (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) Agreement. A service -disabled veteran -owned small business concern agrees that in the Page: 28 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X performance of the contract, in the case of a contract for — (1) Services (except construction), at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern or employees of other service -disabled veteran -owned small business concerns; (2) Supplies (other than acquisition from a nonmanufacturer of the supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern or other service -disabled veteran -owned small business concerns; (3) General construction, at least 15 percent of the cost of the contract performance incurred for personnel will be spent on the concern's employees or the employees of other service -disabled veteran -owned small business concerns; or (4) Construction by special trade contractors, at least 25 percent of the cost of the contract performance incurred for personnel will be spent on the concern's employees or the employees of other service -disabled veteran -owned small business concerns. (e) A joint venture may be considered a service -disabled veteran owned small business concern if — (1) At least one member of the joint venture is a service -disabled veteran -owned small business concern, and makes the following representations: That it is a service -disabled veteran -owned small business concern, and that it is a small business concern under the North American Industry Classification Systems (NAICS) code assigned to the procurement; (2) Each other concern is small under the size standard corresponding to the NAICS code assigned to the procurement; and (3) The joint venture meets the requirements of paragraph 7 of the explanation of Affiliates in 19.101 of the Federal Acquisition Regulation. (4) The joint venture meets the requirements of 13 CFR 125.15(6) (f) Any service -disabled veteran -owned small business concern (nonmanufacturer) must meet the requirements in 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program. 52.219-28 POST—AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013) (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 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 criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity. (b) If the Contractor represented that it was a small business concern prior to award of this contract, the Page: 29 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the 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) 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 assigned to this contract. The small business size standard corresponding to this NAICS code can be found at hU://www.sba.izov/content/table-small-business-size-standards. (d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees. (e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) 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 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 that the data have been validated or updated, and provide the date of the validation or update. (f) 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 (e) or (g) of this clause. (g) 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: The Contractor represents that it _ assigned to contract number signer's name and title]. Contractor Signature / Date Authorized Signer's Name / Title is, is not a small business concern under NAICS Code (Contractor to sign and date and insert authorized 52.219-29 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN -OWNED SMALL BUSINESS CONCERNS (DEC 2015) (a) Definitions. "Economically disadvantaged women -owned small business (EDWOSB) concern" Page: 30 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. 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 or reserved 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; and (3) Orders set aside for EDWOSB 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 EDWOSB concerns. Offers received from concerns that are not EDWOSB concerns will not be considered. (2) Any award resulting from this solicitation will be made to an EDWOSB concern. (3) The contracting officer will ensure that the apparent successful offeror has provided all required documents to the WOSB Program Repository. The contract will not be awarded until all required documents are received. (d) Agreement. An EDWOSB concern agrees that in the performance of the contract for — (1) Services (except construction), the concern will perform at least 50 percent of the cost of the contract incurred for personnel with its own employees; (2) Supplies or products (other than procurement from a non -manufacturer in such supplies or products), the concern will perform at least 50 percent of the cost of manufacturing the supplies or products (not including the costs of materials); (3) General construction, the concern will perform at least 15 percent of the cost of the contract with its own employees (not including the costs of materials); and (4) Construction by special trade contractors, the concern will perform at least 25 percent of the cost of the contract with its own employees (not including the cost of materials). (e) Joint Venture. A joint venture may be considered an EDWOSB concern if— (1) It meets the applicable size standard corresponding to the NAICS code assigned to the contract, unless an exception to affiliation applies pursuant to 13 CFR 121.103(h)(3); (2) The EDWOSB participant of the joint venture is designated in System for Award Management as an EDWOSB concern; (3) The parties to the joint venture have entered into a written joint venture agreement that Page: 31 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X contains provisions — (i) Setting forth the purpose of the joint venture; (ii) Designating an EDWOSB concern as the managing venturer of the joint venture, and an employee of the managing venturer as the project manager responsible for the performance of the contract; (iii) Stating that not less than 51 percent of the net profits earned by the joint venture will be distributed to the EDWOSB; (iv) Specifying the responsibilities of the parties with regard to contract performance, sources of labor, and negotiation of the EDWOSB contract; and (v) Requiring the final original records be retained by the managing venturer upon completion of the EDWOSB contract performed by the joint venture. (4) The joint venture performs the applicable percentage of work required in accordance with paragraph (d) above; and (5) The procuring activity executes the contract in the name of the EDWOSB or joint venture. (f) Nonmanufacturer. An EDWOSB concern that is a non -manufacturer, as defined in 13 CFR 121.406(b) or FAR 19.102(f), may submit an offer on an EDWOSB requirement with a NAICS code for supplies, if it meets the requirements under the non -manufacturer rule set forth in those regulations. 52.219-3 NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (NOV 2011) (a) Definitions. See 13 CFR 125.6(e) for definitions of terms used in paragraph (c). (b) Applicability. This clause applies only to — (1) Contracts that have been set aside or reserved for, 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; and (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). (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) Agreement. A HUBZone small business concern agrees that in the performance of the contract, in the case of a contract for — (1) Services (except construction), at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern or employees of other HUBZone small business concerns; Page: 32 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (2) Supplies (other than acquisition from a nonmanufacturer of the supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern or other HUBZone small business concerns; (3) General construction. (i) At least 15 percent of the cost of contract performance to be incurred for personnel will be spent on the HUBZone prime contractor's employees; (ii) At least 50 percent of the cost of the contract performance to be incurred for personnel will be spent on the HUBZone prime contractor's employees or on a combination of the HUBZone prime contractor's employees and employees of HUBZone small business concern subcontractors; and (iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns; or (4) Construction by special trade contractors. (i) At least 25 percent of the cost of contract performance to be incurred for personnel will be spent on the HUBZone prime contractor's employees; (ii) At least 50 percent of the cost of the contract performance to be incurred for personnel will be spent on the HUBZone prime contractor's employees or on a combination of the HUBZone prime contractor's employees and employees of HUBZone small business concern subcontractors; (iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns. (e) A HUBZone joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the HUBZone small business participants. (f) (l) When the total value of the contract exceeds $25,000, a HUBZone small business concern nonmanufacturer agrees to famish in performing this contract only end items manufactured or produced by HUBZone small business concern manufacturers. (2) When the total value of the contract is equal to or less than $25,000, a HUBZone small business concern nonmanufacturer may provide end items manufactured by other than a HUBZone small business concern manufacturer provided the end items are produced or manufactured in the United States. (3) Paragraphs (f)(1) and (f)(2) of this section do not apply in connection with construction or service contracts. (g) Notice. The HUBZone small business offeror acknowledges that a prospective HUBZone awardee must be a HUBZone small business concern at the time of award of this contract. The HUBZone offeror shall provide the Contracting Officer a copy of the notice required by 13 CFR 126.501 if material changes occur before contract award that could affect its HUBZone eligibility. If the apparently successful HUBZone offeror is not a HUBZone small business concern at the time of award of this contract, the Contracting Officer will proceed to award to the next otherwise successful HUBZone small business concern or other offeror. 52.219-30 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE Page: 33 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X AWARD TO, WOMEN -OWNED SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN -OWNED SMALL BUSINESS PROGRAM (DEC 2015) (a) Definitions. "Women -owned small business (WOSB) concern eligible under the WOSB Program" (in accordance with 13 CFR part 127), 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. "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 or reserved 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; and (3) Orders set aside for WOSB concerns eligible under the WOSB Program, under multiple -award contracts as described in8.405-5 and 16.505(b)(2)(i)(F). (c) General. (1) Offers are solicited only from WOSB concerns eligible under the WOSB Program. Offers received from concerns that are not WOSB concerns eligible under the WOSB program shall not be considered. (2) Any award resulting from this solicitation will be made to a WOSB concern eligible under the WOSB Program. (3) The Contracting Officer will ensure that the apparent successful offeror has provided the required documents to the WOSB Program Repository. The contract shall not be awarded until all required documents are received. (d) Agreement. A WOSB concern eligible under the WOSB Program agrees that in the performance of the contract for — (1) Services (except construction), the concern will perform at least 50 percent of the cost of the contract incurred for personnel with its own employees; (2) Supplies or products (other than procurement from a non -manufacturer in such supplies or products), the concern will perform at least 50 percent of the cost of manufacturing the supplies or products (not including the costs of materials); (3) General construction, the concern will perform at least 15 percent of the cost of the contract with its own employees (not including the costs of materials); and (4) Construction by special trade contractors, the concern will perform at least 25 percent of the cost of the contract with its own employees (not including cost of materials). (e) Joint Venture. A joint venture may be considered a WOSB concern eligible under the WOSB Program if— (1) It meets the applicable size standard corresponding to the NAICS code assigned to the Page: 34 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X contract, unless an exception to affiliation applies pursuant to 13 CFR 121.103(h)(3); (2) The WOSB participant of the joint venture is designated in the System for Award Management as a WOSB concern eligible under the WOSB Program; (3) The parties to the joint venture have entered into a written joint venture agreement that contains provisions — (i) Setting forth the purpose of the joint venture; (ii) Designating a WOSB concern eligible under the WOSB Program as the managing venturer of the joint venture, and an employee of the managing venturer as the project manager responsible for the performance of the contract; (iii) Stating that not less than 51 percent of the net profits earned by the joint venture will be distributed to the WOSB; (iv) Specifying the responsibilities of the parties with regard to contract performance, sources of labor, and negotiation of the WOSB contract; and (v) Requiring the final original records be retained by the managing venturer upon completion of the WOSB contract performed by the joint venture. (4) The joint venture must perform the applicable percentage of work required in accordance with paragraph (d) above; and (5) The procuring activity executes the contract in the name of the WOSB concern eligible under the WOSB Program or joint venture. (f) Nonmanufacturer. A WOSB concern eligible under the WOSB Program that is a non -manufacturer, as defined in 13 CFR 121.406(b) or FAR 19.102(f), may submit an offer on a WOSB requirement with a NAICS code for supplies, if it meets the requirements under the non -manufacturer rule set forth in those regulations. 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (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. 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. Page: 35 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) (a) Definitions. As used in this contract — "HUBZone small business concern" means a small business concern, certified by the Small Business Administration, that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. "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 small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. "Small disadvantaged business concern", consistent with 13 CFR 124.1002, 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 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 $750,000 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 (l)(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 Page: 36 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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) 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. (d) (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, 124.1015, 125.29, 126.900, and 127.700, 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 the System for Award Management or by contacting the SBA. Options for contacting the SBA include — (i) HUBZone small business database search application web page at http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfin; or http://www.sba.gov/hubzone; Page: 37 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (ii) In writing to the Director/HUB, U.S. Small Business Administration, 409 3rd Street, SW., Washington, DC 20416; or (iii) The SBA HUBZone Help Desk at hubzone@sba.gov. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (AUG 2018) (ATERNATE 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 item means a product or service that satisfies the definition of commercial item in section 2.101 of the Federal Acquisition Regulation. Commercial plan means a subcontracting plan (including goals) that covers the offeror's fiscal year and that applies to the entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line). Electronic Subcontracting Reporting System (eSRS) means the Government -wide, electronic, web -based system for small business subcontracting program reporting. The eSRS is located at ht(p://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.A. 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. Page: 38 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 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, 124.1015, 125.29, 126.900, and 127.700, 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 Page: 39 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 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 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. Page: 40 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. (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 $700,000 ($1.5 million for construction of any public facility) 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; Page: 41 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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) at 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 SBA 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 $150,000, 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; (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 Page: 42 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. (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 Page: 43 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 in accordance with 52.219-8(d)(2). (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 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 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 items. 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 Page: 44 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X service being provided by the Contractor continues to meet the definition of a commercial item. 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. 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 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 6) Subcontracting plans are not required from subcontractors when the prime contract contains the clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders -Commercial Items, or when the subcontractor provides a commercial item subject to the clause at 52.244-6, Subcontracts for Commercial Items, 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. (1) The Contractor shall submit ISRs and SSRs using the web -based eSRS at hlw:Hwww.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 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 semiannually 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)(3) Page: 45 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 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 $700,000 (over $1.5 million for construction of a public facility) and contains a subcontracting plan. For Dol), 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 Page: 46 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X the Contracting Officer who approved the commercial plan. 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. 52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014) (a) "Service employee", as used in this clause, means any person engaged in the performance of a service contract other than any person employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541. The term "service employee" includes all such persons regardless of any contractual relationship that may be alleged to exist between a contractor or subcontractor and such persons. (b) The Contractor and its subcontractors shall, except as otherwise provided herein, in good faith offer those service employees employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the service employees were hired, a right of first refusal of employment under this contract in positions for which the service employees are qualified. (1) The Contractor and its subcontractors shall determine the number of service employees necessary for efficient performance of this contract and may elect to employ fewer employees than the predecessor Contractor employed in connection with performance of the work. (2) Except as provided in paragraph (c) of this clause, there shall be no employment opening under this contract, and the Contractor and any subcontractors shall not offer employment under this contract, to any person prior to having complied fully with this obligation. (i) The successor Contractor and its subcontractors shall make a bona fide express offer of employment to each service employee as provided herein and shall state the time within which the service employee must accept such offer, but in no case shall the period within which the service employee must accept the offer of employment be less than 10 days. (ii) The successor Contractor and its subcontractors shall decide any question concerning a service employee's qualifications based upon the individual's education and employment history, with particular emphasis on the employee's experience on the predecessor contract, and the Contractor may utilize employment screening processes only when such processes are provided for by the contracting agency, are conditions of the service contract, and are consistent with Executive Order 13495. (iii) Where the successor Contractor does not initially offer employment to all the predecessor contract service employees, the obligation to offer employment shall continue for 90 days after the successor contractor's first date of performance on the contract. (iv) An offer of employment will be presumed to be bona fide even if it is not for a position similar to the one the employee previously held, but is one for which the employee is qualified, and even if it is subject to different employment terms and conditions, including changes to pay or benefits. (See 29 CFR 9.12 for a detailed description of a bonafide offer of employment). Page: 47 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (c) (1) Notwithstanding the obligation under paragraph (b) of this clause, the successor Contractor and any subcontractors (i) may employ under this contract any service employee who has worked for the contractor or subcontractor for at least three months immediately preceding the commencement of this contract and who would otherwise face lay-off or discharge, (ii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor who are not service employees within the meaning of the Service Contract Labor Standards statute, 41 U.S.C. 6701(3), and (iii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor whom the Contractor or any of its subcontractors reasonably believes, based on the particular service employee's past performance, has failed to perform suitably on the job (see 29 CFR 9.12(c)(4) for additional information). The successor Contractor bears the responsibility of demonstrating the appropriateness of claiming any of these exceptions. (2) In addition, any Contractor or subcontractor that has been certified by the U.S. Small Business Administration as a HUBZone small business concern must ensure that it complies with the statutory and regulatory requirements of the HUBZone Program (e.g., it must ensure that at least 35 percent of all of its employees reside within a HUBZone). The HUBZone small business Contractor or subcontractor must consider whether it can meet the requirements of this clause and Executive Order 13495 while also ensuring it meets the HUBZone Program's requirements. (3) Nothing in this clause shall be construed to permit a Contractor or subcontractor to fail to comply with any provision of any other Executive order or law. For example, the requirements of the HUBZone Program (see FAR subpart 19.13), Executive Order 11246 (Equal Employment Opportunity), and the Vietnam Era Veterans' Readjustment Assistance Act of 1974 may conflict, in certain circumstances, with the requirements of Executive Order 13495. All applicable laws and Executive orders must be satisfied in tandem with, and if necessary prior to, the requirements of Executive Order 13495, 29 CFR part 9, and this clause. (d) (1) The Contractor shall, not less than 30 days before completion of the Contractor's performance of services on the contract, furnish the Contracting Officer with a certified list of the names of all service employees working under this contract and its subcontracts at the time the list is submitted. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts with either the current or predecessor contractors or their subcontractors. Where changes to the workforce are made after the submission of the certified list described in this paragraph, the Contractor shall, in accordance with paragraph (e) of this clause, not less than 10 days before completion of the services on this contract, famish the Contracting Officer with an updated certified list of the names of all service employees employed within the last month of contract performance. The updated list shall also contain anniversary dates of employment, and, where applicable, dates of separation of each service employee under the contract and its predecessor contracts with either the current or predecessor Contractors or their subcontractors. (2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives. (3) The Contracting Officer will direct the predecessor Contractor to provide written notice (Appendix B to 29 CFR chapter 9) to service employees of their possible right to an offer of employment with the successor contractor. Where a significant portion of the predecessor Contractor's workforce is not fluent in English, the notice shall be provided in English and the language(s) with which service employees are more familiar. The written notice shall be — (i) Posted in a conspicuous place at the worksite; or (ii) Delivered to the service employees individually. If such delivery is via email, the notification must result in an electronic delivery receipt or some other reliable confirmation that the intended recipient received the notice. Page: 48 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (e) (I) If required in accordance with 52.222-41(n), the predecessor Contractor shall, not less than 10 days before completion of this contract, furnish the Contracting Officer a certified list of the names of all service employees working under this contract and its subcontracts during the last month of contract performance. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts either with the current or predecessor Contractors or their subcontractors. If there are no changes to the workforce before the predecessor contract is completed, then the predecessor Contractor is not required to submit a revised list 10 days prior to completion of performance and the requirements of 52.222-41(n) are met. When there are changes to the workforce after submission of the 30 -day list, the predecessor Contractor shall submit a revised certified list not less than 10 days prior to performance completion. (2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives. (f) The Contractor and subcontractor shall maintain the following records (regardless of format, e.g., paper or electronic) of its compliance with this clause for not less than a period of three years from the date the records were created. (1) Copies of any written offers of employment or a contemporaneous written record of any oral offers of employment, including the date, location, and attendance roster of any service employee meeting(s) at which the offers were extended, a summary of each meeting, a copy of any written notice that may have been distributed, and the names of the service employees from the predecessor contract to whom an offer was made. (2) A copy of any record that forms the basis for any exemption claimed under this part. (3) A copy of the service employee list provided to or received from the contracting agency. (4) An entry on the pay records of the amount of any retroactive payment of wages or compensation under the supervision of the Administrator of the Wage and Hour Division to each service employee, the period covered by such payment, and the date of payment, and a copy of any receipt form provided by or authorized by the Wage and Hour Division. The Contractor shall also deliver a copy of the receipt to the service employee and file the original, as evidence of payment by the Contractor and receipt by the service employee, with the Administrator or an authorized representative within 10 days after payment is made. (g) Disputes concerning the requirements of this clause shall not be subject to the general disputes clause (52.233-1) of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR part 9. Disputes within the meaning of this clause include disputes between or among any of the following: The Contractor, the contracting agency, the U.S. Department of Labor, and the service employees under the contract or its predecessor contract. The Contracting Officer will refer any service employee who wishes to file a complaint, or ask questions concerning this contract clause, to the: Branch of Government Contracts Enforcement, Wage and Hour Division, U.S. Department of Labor, 200 Constitution Avenue NW., Washington, DC 20210. Contact email: displaced@dol.gov. (h) The Contractor shall cooperate in any review or investigation by the Department of Labor into possible violations of the provisions of this clause and shall make such records requested by such official(s) available for inspection, copying, or transcription upon request. (i) If it is determined, pursuant to regulations issued by the Secretary of Labor (Secretary), that the Contractor or its subcontractors are not in compliance with the requirements of this clause or any regulation or order of the Secretary, appropriate sanctions may be imposed and remedies invoked against the Contractor or its subcontractors, as provided in Executive Order 13495, the regulations, and relevant orders of the Secretary, or as otherwise provided by law. Page: 49 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 0) 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. However, if the Contractor, as a result of such direction, becomes involved in litigation with a subcontractor, or is threatened with such involvement, the Contractor may request that the United States, through the Secretary, enter into such litigation to protect the interests of the United States. (k) The Contracting Officer will withhold, or cause to be withheld, from the prime Contractor under this or any other Government contract with the same prime Contractor, such sums as an authorized official of the Department of Labor requests, upon a determination by the Administrator, the Administrative Law Judge, or the Administrative Review Board, that there has been a failure to comply with the terms of this clause and that wages lost as a result of the violations are due to service employees or that other monetary relief is appropriate. If the Contracting Officer or the Administrator, upon final order of the Secretary, finds that the Contractor has failed to provide a list of the names of service employees working under the contract, the Contracting Officer may, in his or her discretion, or upon request by the Administrator, take such action as may be necessary to cause the suspension of the payment of contract funds until such time as the list is provided to the Contracting Officer. (l) Subcontracts. In every subcontract over the simplified acquisition threshold entered into in order to perform services under this contract, the Contractor shall include a provision that ensures — (1) That each subcontractor will honor the requirements of paragraphs (b) through (c) of this clause with respect to the service employees of a predecessor subcontractor or subcontractors working under this contract, as well as of a predecessor Contractor and its subcontractors; (2) That the subcontractor will provide the Contractor with the information about the service employees of the subcontractor needed by the Contractor to comply with paragraphs (d) and (e) of this clause; and (3) The recordkeeping requirements of paragraph (f) of this clause. 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2018) 22.1505(b) (a) Applicability. This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in — (1) Canada, and the anticipated value of the acquisition is $25,000 or more; (2) Israel, and the anticipated value of the acquisition is $50,000 or more; (3) Mexico, and the anticipated value of the acquisition is $80,317 or more; or (4) Armenia, Aruba, Austria, Belgium, Bulgaria, 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, 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 $180,000 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 Page: 50 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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: (l) 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. (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. 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 Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.htmi. (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 Page: 51 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Equal Opportunity clause of this contract. 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. (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 Page: 52 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 famish 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 — (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 Page: 53 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. 52.222-3 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; Page: 54 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015) (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 FAR 22.1301. (b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans. (c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more 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. 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014) (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 $15,000 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 terns, 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 (FEB 2016) (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 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); Page: 55 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 I 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 of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. 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 — Page: 56 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. (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. 52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018) (a) Definitions. As used in this clause — Contractor when this clause is used in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor." Service employee means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor. (b) Applicability. This contract is subject to the following provisions and to all other applicable Page: 57 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. (I) 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 famished 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 (mean) percentage increase (or decrease, where appropriate) between the wages Page: 58 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 bargaining agreement applicable to service employees employed under the predecessor contract was not Page: 59 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. (3) Failure to make and maintain or to make available these records for inspection and Page: 60 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. 0) 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 tum over such list to the successor Contractor at the commencement of the succeeding contract. (o) Ruling and Interpretations. Rulings and interpretations of the Service Contract Labor Standards statute are contained in Regulations, 29 CFR Part 4. (p) Contractor's Certification. (1) By entering into this contract, the Contractor (and officials thereof) certifies that neither it nor any person or firm who has a substantial interest in the Contractor's firm is a Page: 61 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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(l) 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-leamers, 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(,]), in accordance with section 3(m) of the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the amount of credit shall not exceed $1.34 per hour beginning January 1, 1981. To use this provision — (1) The employer must inform tipped employees about this tip credit allowance before the credit is utilized; (2) The employees must be allowed to retain all tips (individually or through a pooling arrangement and regardless of whether the employer elects to take a credit for tips received); Page: 62 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.22242 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 5M. This Statement is for Information Only: It Is Not a Wage Determination Employee Class Monetary Wage — Fringe Benefits TBD TBD TBD TBD TBD TBD 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 , 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 Page: 63 of 178 Contract Clauses for Solicitation 7FCI-178-030056-13 Refresh Number 38 Contract Number: GS -07F -0401X 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 tb the contract by operation of law; or (3) An amendment to the Fair Labor Standards Act of 1938 that is enacted after award of this contract, affects the minimum wage, and becomes applicable to this contract under law. (e) Any adjustment will be limited to increases or decreases in wages and fringe benefits as described in paragraph (d) of this clause, and the accompanying increases or decreases in social security and unemployment taxes and workers' compensation insurance, but shall not otherwise include any amount for general and administrative costs, overhead, or profit. (f) The Contractor shall notify the Contracting Officer of any increase claimed under this clause within 30 days after receiving a new wage determination unless this notification period is extended in writing by the Contracting Officer. The Contractor shall promptly notify the Contracting Officer of any decrease under this clause, but nothing in the clause shall preclude the Government from asserting a claim within the period permitted by law. The notice shall contain a statement of the amount claimed and the change in fixed hourly rates (if this is a time -and -materials or labor -hour contract), and any relevant supporting data, including payroll records, that the Contracting Officer may reasonably require. Upon agreement of the parties, the contract price, contract unit price labor rates, or fixed hourly rates shall be modified in writing. The Contractor shall continue performance pending agreement on or determination of any such adjustment in its effective date. (g) The Contracting Officer or an authorized representative shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor until the expiration of 3 years after final payment under the contract. 52.222-49 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: TBD (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 TBD (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 Page: 64 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Government purposes, and are sold or traded by the Contractor in substantial quantities to the general public in the course of normal business operations. (b) The services shall be furnished at prices which are, or are based on, established catalog or market prices for the maintenance, calibration, or repair of equipment. (1) An "established catalog price" is a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or the Contractor, is either published or otherwise available for inspection by customers, and states prices at which sales currently, or were last, made to a significant number of buyers constituting the general public. (2) An "established market price" is a current price, established in the usual course of trade between buyers and sellers free to bargain, which can be substantiated from sources independent of the manufacturer or Contractor. (c) The compensation (wage and fringe benefits) plan for all service employees performing work under the contract shall be the same as that used for these employees and for equivalent employees servicing the same equipment of commercial customers. (d) The Contractor is responsible for compliance with all the conditions of this exemption by its subcontractors. The Contractor shall determine the applicability of this exemption to any subcontract on or before subcontract award. In making a judgment that the exemption applies, the Contractor shall consider all factors and make an affirmative determination that all of the conditions in paragraphs (a) through (c) of this clause will be met. (e) If the Department of Labor determines that any conditions for exemption in paragraphs (a) through (c) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall become subject to the Service Contract Labor Standards statute. In such case, the procedures at 29 CFR 4.123(e)(1)(iv) and 29 CFR 4.5(c) will be followed (f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for exempt services under this contract. 52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR 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. Page: 65 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) (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 item (as defined in paragraph (1) of the definition at 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 Page: 66 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 — (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 Page: 67 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. (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: http://www.dhs.gov/E-Verify. (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) Commercial or noncommercial 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. Page: 68 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 2015) (a) Definitions. As used in this clause — "United States" means the 50 states and the District of Columbia. "Worker" — (1) Means any person engaged in performing work on, or in connection with, a contract covered by Executive Order 13658, and — (i) 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); (ii) Other than individuals employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541; and (iii) Regardless of the contractual relationship alleged to exist between the individual and the employer. (2) 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). (3) 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. (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 $10.10 per hour beginning January 1, 2015. (2) The Contractor shall adjust the minimum wage paid, if necessary, beginning January 1, 2016, 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 www.wdol.gov (or any successor Web site), 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. Page: 69 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 10.23, 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 establishing a minimum wage higher than the E.O. 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 10.24(b) and 10.28 for treatment of workers engaged in an occupation in which they customarily and regularly receive more than $30 a month in tips. (c) (1) This clause applies to workers as defined in paragraph (a). As provided in that definition — (i) Workers are covered regardless of the contractual relationship alleged to exist between the contractor or subcontractor and the worker; (ii) Workers with disabilities whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(c) are covered; and (iii) Workers who are registered in a bona fide apprenticeship program or training program registered with the Department of Labor's Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship, are covered. (2) This clause does not apply to — (i) Fair Labor Standards Act (FLSA)-covered individuals performing in connection with contracts covered by the E.O., i.e. those individuals who perform duties necessary to the performance of the contract, but who are not directly engaged in performing the specific work called for by the contract, and who spend less than 20 percent of their hours worked in a particular workweek performing in connection with such contracts; (ii) Individuals exempted from the minimum wage requirements of the FLSA under 29 U.S.C. 213(a) and 214(a) and (b), unless otherwise covered by the Service Contract Labor Page: 70 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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). (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/whd/govcontracts, 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 10.26 and this contract. Upon direction of the Administrator or upon the Contracting Officer's own action, payment shall be withheld until such time as the noncompliance is corrected. (5) Nothing in this clause limits or otherwise modifies the Contractor's payroll and recordkeeping obligations, if any, under the Service Contract Labor Standards statute, the Wage Rate Requirements (Construction) statute, the Fair Labor Standards Act, or any other applicable law. (f) Access. The Contractor shall permit authorized representatives of the Administrator to conduct investigations, including interviewing workers at the worksite during normal working hours. (g) Withholding. The Contracting Officer, upon his or her own action or upon written request of the Administrator, will withhold funds or cause funds to be withheld, from the Contractor under this or any other Federal contract with the same Contractor, sufficient to pay workers the full amount of wages Page: 71 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X required by this clause. (h) Disputes. Department of Labor has set forth in 29 CFR 10.5 1, Disputes concerning contractor compliance, the procedures for resolving disputes concerning a contractor's compliance with Department of Labor regulations at 29 CFR part 10. 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. 0) 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. 52.222-6 CONSTRUCTION WAGE RATE REQUIREMENTS (AUG 2018) (a) Definition.—"Site of the work"— (1) Means— (i) The primary site of the work. The physical place or places where the construction called for in the contract will remain when work on it is completed; and (ii) The secondary site of the work, if any. Any other site where a significant portion of the building or work is constructed, provided that such site is— (A) Located in the United States; and (B) Established specifically for the performance of the contract or project; (2) Except as provided in paragraph (3) of this definition, includes any fabrication plants, mobile factories, batch plants, borrow pits, job headquarters, tool yards, etc., provided— (i) They are dedicated exclusively, or nearly so, to performance of the contract or project; and (ii) They are adjacent or virtually adjacent to the "primary site of the work" as defined in paragraph (a)(1)(i), or the "secondary site of the work" as defined in paragraph (a)(1)(ii) of this definition; (3) Does not include permanent home offices, branch plant establishments, fabrication plants, or tool yards of a Contractor or subcontractor whose locations and continuance in operation are determined wholly without regard to a particular Federal contract or project. In addition, fabrication plants, batch plants, borrow pits, job headquarters, yards, etc., of a commercial or material supplier which are established by a supplier of materials for the project before opening of bids and not on the Project site, are not included in the "site of the work." Such permanent, previously established facilities are not a part of the "site of the work" even if the operations for a period of time may be dedicated exclusively or nearly so, to the performance of a contract. Page: 72 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (b) (1) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, or as may be incorporated for a secondary site of the work, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Any wage determination incorporated for a secondary site of the work shall be effective from the first day on which work under the contract was performed at that site and shall be incorporated without any adjustment in contract price or estimated cost. Laborers employed by the construction Contractor or construction subcontractor that are transporting portions of the building or work between the secondary site of the work and the primary site of the work shall be paid in accordance with the wage determination applicable to the primary site of the work. (2) Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Construction Wage Rate Requirements statute on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (e) of this clause; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such period. (3) Such laborers and mechanics shall be paid not less than the appropriate wage rate and fringe benefits in the wage determination for the classification of work actually performed, without regard to skill, except as provided in the clause entitled Apprentices and Trainees. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein; provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. (4) The wage determination (including any additional classifications and wage rates conformed under paragraph (c) of this clause) and the Construction Wage Rate Requirements (Davis -Bacon Act) poster (WH -1321) shall be posted at all times by the Contractor and its subcontractors at the primary site of the work and the secondary site of the work, if any, in a prominent and accessible place where it can be easily seen by the workers. (c) (1) The Contracting Officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefor only when all the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination. (ii) The classification is utilized in the area by the construction industry. (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Contracting Officer agree on the classification and wage rate (including the amount designated for fringe benefits, where appropriate), a report of the action taken shall be sent by the Contracting Officer to the Administrator of the: Wage and Hour Division U.S. Department of Labor Page: 73 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Washington, DC 20210 The Administrator or an authorized representative will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30 -day period that additional time is necessary. (3) In the event the Contractor, the laborers or mechanics to be employed in the classification, or their representatives, and the Contracting Officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions, including the views of all interested parties and the recommendation of the Contracting Officer, to the Administrator of the Wage and Hour Division for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30 -day period that additional time is necessary. (4) The wage rate (including fringe benefits, where appropriate) determined pursuant to paragraphs (c)(2) and (c)(3) of this clause shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (d) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (e) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program; provided, That the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Construction Wage Rate Requirements statute have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 52.222-7 Withholding of Funds (MAY 2014) The Contracting Officer shall, 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 contract or any other Federal contract with the same Prime Contractor, or any other federally assisted contract subject to prevailing wage requirements, which is held by the same Prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 52.222-8 Payrolls and Basic Records (AUG 2018) (a) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of 3 years thereafter for all laborers and mechanics working at the site of the work. Such records shalt contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) (Construction Wage Rate Requirement statute)), daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary of Labor has found, under paragraph (d) of the clause entitled Construction Wage Rate Requirements, that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in 40 U.S.C. 3141(2)(B), the Contractor shall maintain Page: 74 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (b) (1) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Contracting Officer. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under paragraph(a) of this clause, except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH -347 is available for this purpose and may be obtained from the U.S. Department of Labor Wage and Hour Division website at http://www.dol.gov/whd/forms/wh347.pdf. The Prime Contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Contracting Officer, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a Prime Contractor to require a subcontractor to provide addresses and social security numbers to the Prime Contractor for its own records, without weekly submission to the Contracting Officer. Superintendent of Documents U.S. Government Printing Office Washington, DC 20402 The Prime Contractor is responsible for the submission of copies of payrolls by all subcontractors. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify — (i) That the payroll for the payroll period contains the information required to be maintained under paragraph (a) of this clause and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in the Regulations, 29 CFR Part 3; and (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (3) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (b)(2) of this clause. (4) The falsification of any of the certifications in this clause may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code. Page: 75 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (c) The Contractor or subcontractor shall make the records required under paragraph (a) of this clause available for inspection, copying, or transcription by the Contracting Officer or authorized representatives of the Contracting Officer or the Department of Labor. The Contractor or subcontractor shall permit the Contracting Officer or representatives of the Contracting Officer or the Department of Labor to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit required records or to make them available, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 52.222-9 Apprentices and Trainees (Jul 2005) (a) Apprentices. (1) An apprentice will be permitted to work at less than the predetermined rate for the work performed when employed— (i) Pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer, and Labor Services (OATELS) or with a State Apprenticeship Agency recognized by the OATELS; or (ii) In the first 90 days of probationary employment as an apprentice in such an apprenticeship program, even though not individually registered in the program, if certified by the OATELS or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. (2) The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. (3) Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph (a)(1) of this clause, shall be paid not less than the applicable wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. (4) Where a Contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. (5) Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. (6) In the event OATELS, or a State Apprenticeship Agency recognized by OATELS, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. Page: 76 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (b) Trainees. (1) Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer, and Labor Services (OATELS). The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by OATELS. (2) Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed in the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate in the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the OATELS shall be paid not less than the applicable wage rate in the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate in the wage determination for the work actually performed. (3) In the event OATELS withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (c) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under this clause shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. 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. (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). 52.223-11 OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (JUN 2016) Page: 77 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 767lj (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 — (i) Type of hydrofluorocarbon (e.g., HFC -134a, HFC -125, R-41OA, R -404A, etc.); (ii) Contract number; and (iii) Equipmentlappliance; (2) Report that information to the Contracting Officer for FY 16 and to www.sam.gov, for FY 17 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. Page: 78 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.223-15 Energy Efficiency in Energy -Consuming Products (DEC 2007) (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 http://wwwl.eere.energy.gov/femp/procurement/eep_requirements.html 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. Page: 79 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 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. (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. 52.223-19 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 Page: 80 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Environmental Management Systems. 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 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 — (l) 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. 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) (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. Table - HAZARDOUS MATERIAL IDENTIFICATION Material (If none, insert "None") Identification No. Page 81 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. Note: Regulation 52.223-3 Per FAR 23.303 Contract clause. (a) The contracting officer shall insert the clause at 52.223-3, Hazardous Material Identification and Material Safety Data, in solicitations and contracts if the contract will require the delivery of hazardous materials as defined in 23.301. (b) If the contract is awarded by an agency other than the Department of Defense, the contracting officer shall use the clause at 52.223-3 with its Alternate I. Page: 82 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) (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. Table - HAZARDOUS MATERIAL IDENTIFICATION Material (If none, insert "None") Identification No. (c) This list must be updated during performance of the contract whenever the Contractor determines that any other material to be delivered under this contract is hazardous. (d) The apparently successful offeror agrees to submit, for each item as required prior to award, a Material Safety Data Sheet, meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous material identified in paragraph (b) of this clause. Data shall be submitted in accordance with Federal Standard No. 313, whether or not the apparently successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet prior to award may result in the apparently successful offeror being considered nonresponsible and ineligible for award. (e) If, after award, there is a change in the composition of the item(s) or a revision to Federal Standard No. 313, which renders incomplete or inaccurate the data submitted under paragraph (d) of this clause, the Contractor shall promptly notify the Contracting Officer and resubmit the data. (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 fumished under this clause, in accordance with Page: 83 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing for rights in data. (3) The Government is not precluded from using similar or identical data acquired from other sources. (i) Except as provided in paragraph (i)(2) the Contractor shall prepare and submit a sufficient number of Material Safety Data Sheets (MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous materials identified in paragraph (b) of this clause. (1) For items shipped to consignees, the Contractor shall include a copy of the MSDS with the packing list or other suitable shipping document which accompanies each shipment. Alternatively, the Contractor is permitted to transmit MSDS's to consignees in advance of receipt of shipments by consignees, if authorized in writing by the Contracting Officer. (2) For items shipped to consignees identified by mailing address as agency depots, distribution centers or customer supply centers, the Contractor shall provide one copy of the MSDS's in or on each shipping container. If affixed to the outside of each container, the MSDS must be placed in a weather resistant envelope. Note: Regulation 52.223-3 Per FAR 23.303 Contract clause. (a) The contracting officer shall insert the clause at 52.223-3, Hazardous Material Identification and Material Safety Data, in solicitations and contracts if the contract will require the delivery of hazardous materials as defined in 23.301. (b) If the contract is awarded by an agency other than the Department of Defense, the contracting officer shall use the clause at 52.223-3 with its Alternate I. 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. Page: 84 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.223-7 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997) (a) The Contractor shall notify the Contracting Officer or designee, in writing, 10 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; (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. 52.224-1 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 Page: 85 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 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. 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) (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 http://www.treas.gov/offices/enforcementlofac/sdn. More information about these restrictions, as well as updates, is available in the OFAC's regulations at 31 CFR chapter V and/or on OFAC's Web site at http://www.treas.gov/offices/enforcement/ofac. (c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts. 52.225-5 TRADE AGREEMENTS (AUG 2018) (a) Definitions. As used in this clause — "Caribbean Basin country end product"— Page: 86 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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) column 2 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 types is available at https://usitc.gov/tata/hts/index.htm. In particular, see the following: (1) General Note 3(c), Products Eligible for Special Tariff treatment. (2) General Note 17, 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. Note 7(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, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Page: 87 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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, 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, Canada, 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. "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 Page: 88 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X transformed. "WTO GPA country end product" means an article that — (l) 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." 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) (DEVIATION I —MAY 2003) Notwithstanding the terns 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 ordering activity agrees either to pay the amount of the taxes to the Contractor or provide evidence necessary to sustain an exemption. 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) (DEVIATION — FEB 2007) Page: 89 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (a) As used in this clause "After -imposed Federal tax" means any new or increased Federal excise tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes. "After -relieved Federal tax" means any amount of Federal excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date. "All applicable Federal, State, and local taxes and duties" means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract. "Contract date" means the date set for bid opening or, if this is a negotiated contract or a modification, the effective date of this contract or modification. "Local taxes" includes taxes imposed by a possession or territory of the United States, Puerto Rico, or the Northern Mariana Islands, if the contract is performed wholly or partly in any of those areas. (b) (1) The contract price includes all applicable Federal, State, and local taxes and duties, except as provided in subparagraph (b)(2)(i) of this clause. (2) Taxes imposed under 26 U.S.C. 5000C may not be — (i) Included in the contract price; nor (ii) Reimbursed. (c) The contract price shall be increased by the amount of any after -imposed Federal tax, provided the Contractor warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise. (d) The contract price shall be decreased by the amount of any after -relieved Federal tax. (e) The contract price shall be decreased by the amount of any Federal excise tax or duty, except social security or other employment taxes, that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor's fault, negligence, or failure to follow instructions of the Contracting Officer. (f) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250. (g) The Contractor shall promptly notify the Contracting Officer of all matters relating to any Federal excise tax or duty that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs. (h) The ordering activity shall, without liability, furnish evidence appropriate to establish exemption from any Federal, State, or local tax when the Contractor requests such evidence and a reasonable basis exists to sustain the exemption. 52.232-17 INTEREST (MAY 2014) (DEVIATION — MAY 2003) Page: 90 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 148 1)) 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. 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984) (DEVIATION — MAY 2003) Funds are not presently available for performance under this contract beyond (to be determined at the task order level). The ordering activity's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the ordering activity for any payment may arise for performance under this contract beyond (to be determined at the task order level), until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer. 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 Page: 91 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X information changes, the Contractor shall be responsible for providing the updated information to SAM. (c) Mechanisms for EFT payment. The Government may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210. (d) Suspension ofpayment. 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) Liabilityfor 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 Page: 92 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X and method(s) for delivery of payment information from a list of formats and methods the payment office is capable of executing. However, the Government does not guarantee that any particular format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the Government. If the Government makes payment by check in accordance with paragraph (a) of this clause, the Government shall mail the payment information to the remittance address contained in SAM. 52.232-34 Payment by Electronic Funds Transfer—Other than SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (DEVIATION – FEB 2007) (a) Method of payment. (1) All payments by the ordering activity 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 ordering activity 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 ordering activity to extend payment due dates until such time as the ordering activity makes payment by EFT (but see paragraph (d) of this clause). (b) Mandatory submission of Contractor's EFT information. (1) The Contractor is required to provide the ordering activity with the information required to make payment by EFT (see paragraph 0) of this clause). The Contractor shall provide this information directly to the office designated in this contract to receive that information (hereafter: "designated office") by x. If not otherwise specified in this contract, the payment office is the designated office for receipt of the Contractor's EFT information. If more than one designated office is named for the contract, the Contractor shall provide a separate notice to each office. In the event that the EFT information changes, the Contractor shall be responsible for providing the updated information to the designated office(s). (2) If the Contractor provides EFT information applicable to multiple contracts, the Contractor shall specifically state the applicability of this EFT information in terms acceptable to the designated office. However, EFT information supplied to a designated office shall be applicable only to contracts that identify that designated office as the office to receive EFT information for that contract. (c) Mechanisms for EFT payment. The ordering activity may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210. (d) Suspension of payment. (1) The ordering activity is not required to make any payment under this contract until after receipt, by the designated office, of the correct EFT payment information from the Contractor. Until receipt of the correct EFT information, 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. Page! 93 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (2) If the EFT information changes after submission of correct EFT information, the ordering activity shall begin using the changed EFT information no later than 30 days after its receipt by the designated office to the extent payment is made by EFT. However, the Contractor may request that no further payments be made until the updated EFT information is implemented by the payment office. If such suspension would result in a late payment under the prompt payment terms of this contract, the Contractor's request for suspension shall extend the due date for payment by the number of days of the suspension. (e) Liability for uncompleted or erroneous transfers. (1) If an uncompleted or erroneous transfer occurs because the ordering activity used the Contractor's EFT information incorrectly, the ordering activity 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 ordering activity 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 ordering activity 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 ordering activity shall not make payment and the provisions of paragraph (d) 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 provide the EFT information required by paragraph 0) of this clause to the designated office, and shall be paid by EFT in accordance with the terms of this clause. 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 ordering activity, is incorrect EFT information within the meaning of paragraph (d) of this clause. (h) Liability for change of EFT information by financial agent. The ordering activity is not liable for errors resulting from changes to EFT information provided 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 ordering activity 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 ordering activity does not guarantee that any particular format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the ordering activity. If the ordering activity makes payment by check in accordance with paragraph (a) of this clause, the ordering activity shall mail the payment information to the remittance address in the contract. Page: 94 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 0) EFT information. The Contractor shall provide the following information to the designated office. The Contractor may supply this data for this or multiple contracts (see paragraph (b) of this clause). The Contractor shall designate a single financial agent per contract capable of receiving and processing the EFT information using the EFT methods described in paragraph (c) of this clause. (1) The contract number (or other procurement identification number). (2) The Contractor's name and remittance address, as stated in the contract(s). (3) The signature (manual or electronic, as appropriate), title, and telephone number of the Contractor official authorized to provide this information. (4) The name, address, and 9 -digit Routing Transit Number of the Contractor's financial agent. (5) The Contractor's account number and the type of account (checking, saving, or lockbox). (6) If applicable, the Fedwire Transfer System telegraphic abbreviation of the Contractor's financial agent. (7) If applicable, the Contractor shall also provide the name, address, telegraphic abbreviation, and 9 -digit Routing Transit Number of the correspondent financial institution receiving the wire transfer payment if the Contractor's financial agent is not directly on-line to the Fedwire Transfer System; and, therefore, not the receiver of the wire transfer payment. 52.232-36 PAYMENT BY THIRD PARTY (MAY 2014) (DEVIATION - MAY 2003) (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 ordering activity, in accordance with the terms of this clause. The third party and, if applicable, the particular credit card to be used are identified elsewhere in this contract. (2) The credit card is not authorized as a method of payment during any period of 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://fins.treas.govldebtlindex.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 credit 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 ordering activity 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 credit 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 Page: 95 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 ordering activity and are not subject to the Prompt Payment Act or any implementation thereof in this contract. (d) Documentation. Documentation of each charge against the ordering activity'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. 52.232-37 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. 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) (a) Upon 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. (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 items. 52.233-1 DISPUTES (MAY 2014) (a) This contract is subject to 41 U.S.0 chapter 71, Contract Disputes. (b) Except as provided in 41 U.S.0 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 Page: 96 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X $100,000 is not a claim under 41 U.S.0 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.0 chapter 71. The submission may be converted to a claim under 41 U.S.0 chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. (d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer. (2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000. (ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. (iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor." (3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim. (e) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor -certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. (f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.0 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. 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 Page: 97 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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— (t) 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 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. Page: 98 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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, 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. Page: 99 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. 52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017) (a) Definitions. As used in this clause — Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in accordance with its terms and conditions, for supplies and services for which the Government has paid the prime contractor. Untimely payment means a payment that is more than 90 days past due under the terms and conditions of a subcontract, for supplies and services for which the Government has paid the prime contractor. (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 — Page: 100 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 52.246-4 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 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. 52.247-1 COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006) When the Contracting Officer authorizes supplies to be shipped on a commercial bill of lading and the Contractor will be reimbursed these transportation costs as direct allowable costs, the Contractor shall ensure before shipment is made that the commercial shipping documents are annotated with either of the following notations, as appropriate: (a) If the Government is shown as the consignor or the consignee, the annotation shall be: "Transportation is for the (to be determined at the task order level) and the actual total transportation charges paid to the carrier(s) by the consignor or consignee are assignable to, and shall be reimbursed Page: 101 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X by, the Government. (b) If the Government is not shown as the consignor or the consignee, the annotation shall be: "Transportation is for the (to be determined at the task order level) and the actual total transportation charges paid to the carrier(s) by the consignor or consignee shall be reimbursed by the Government, pursuant to cost -reimbursement contract No. (to be determined at the task order level). This may be confirmed by contacting (point of contact at the task order level)." 52.247-32 F.O.B. ORIGIN, FREIGHT PREPAID (FEB 2006) (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 gpecifred 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 Page: 102 of 178 Contract Clauses for Solicitation 7FCI-FB-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 famished; (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) (DEVIATION — MAY 2003) (a) The term 'To.b. destination," as used in this clause, means— (1) Free of expense to the ordering activity, 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 ordering activity 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 Page: 103 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X act or order of the ordering activity 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— (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) (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 Page: 104 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X for— (i) Exportation; or (ii) Importation at destination. 52.247-39 F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984) (a) The term ' 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 (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. 52.247-58 LOADING, BLOCKING, AND BRACING OF FREIGHT CAR AND TRAILER -ON -FLAT CAR (PIGGYBACK) SHIPMENTS (DEVIATION—OCT 1984) (a) Upon receipt of shipping instructions, as provided in this contract, the supplies to be included in any freight carload or trailer load (piggyback) shipment by rail shall be loaded, blocked, and braced by the Contractor in accordance with the standards published by the Association of American Railroads and effective at the time of shipment. (b) Shipments, for which the Association of American Railroads has published no such standards, shall be loaded, blocked, and braced in accordance with standards established by the shipper as evidenced by written acceptance of an authorized representative of the carrier. (c) The Contractor shall be liable for payment of any damage to any supplies caused by the failure to load, block, and brace in accordance with acceptable standards set forth herein. (d) A copy of the appropriate pamphlet of the Association of American Railroads may be obtained from that Association. 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS (FEB 2006) (a) Except as provided in paragraph (e) of this clause, the Cargo Preference Act of 1954 (46 U.S.C. Appx 1241(6)) requires that Federal departments and agencies shall transport in privately owned Page: 105 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X U.S.-flag commercial vessels at least 50 percent of the gross tonnage of equipment, materials, or commodities that may be transported in ocean vessels (computed separately for dry bulk carriers, dry cargo liners, and tankers). Such transportation shall be accomplished when any equipment, materials, or commodities, located within or outside the United States, that may be transported by ocean vessel are — (1) Acquired for a U.S. Government agency account; (2) Furnished to, or for the account of, any foreign nation without provision for reimbursement; (3) Furnished for the account of a foreign nation in connection with which the United States advances funds or credits, or guarantees the convertibility of foreign currencies; or (4) Acquired with advance of funds, loans, or guaranties made by or on behalf of the United States. (b) The Contractor shall use privately owned U.S.-flag commercial vessels to ship at least 50 percent of the gross tonnage involved under this contract (computed separately for dry bulk carriers, dry cargo liners, and tankers) whenever shipping any equipment, materials, or commodities under the conditions set forth in paragraph (a) above, to the extent that such vessels are available at rates that are fair and reasonable for privately owned U.S.-flag commercial vessels. (c) (1) The Contractor shall submit one legible copy of a rated on -board ocean bill of lading for each shipment to both (i) the Contracting Officer and (ii) the Office of Cargo Preference, Maritime Administration (MAR -590),400 Seventh Street, SW, Washington, DC 20590. Subcontractor bills of lading shall be submitted through the Prime Contractor. (2) The Contractor shall furnish. these bill of lading copies (i) within 20 working days of the date of loading for shipments originating in the United States, or (ii) within 30 working days for shipments originating outside the United States. Each bill of lading copy shall contain the following information: (A) Sponsoring U.S. Government agency. (B) Name of vessel. (C) Vessel flag of registry. (D) Date of loading. (E) Port of loading. (F) Port of final discharge. (G) Description of commodity. (H) Gross weight in pounds and cubic feet if available. (I) Total ocean freight revenue in U.S. dollars. (d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts or purchase orders under this contract, except those described in paragraph (e)(4). (e) The requirement in paragraph (a) does not apply to — (l) 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 Page: 106 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X vessels; and (4) Subcontracts or purchase orders for the acquisition of commercial items unless — (i) This contract is — (A) A contract or agreement for ocean transportation services; or (B) A construction contract; or (ii) The supplies being transported are — (A) Items the Contractor is reselling or distributing to the Government without adding value. (Generally, the Contractor does not add value to the items when it subcontracts items for f.o.b. destination shipment); or (B) Shipped in direct support of U.S. military — (1) Contingency operations; (2) Exercises; or (3) Forces deployed in connection with United Nations or North Atlantic Treaty Organization humanitarian or peacekeeping operations. (f) Guidance regarding fair and reasonable rates for privately owned U.S.-flag commercial vessels may be obtained from the Office of Costs and Rates, Maritime Administration, 400 Seventh Street, SW, Washington, DC 20590, Phone: 202-366-4610. 52.247-65 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) Page: 107 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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; (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*** -C9800003 I ****CONTRACT DLA ETA***** -JUNE 5 JONES & CO., JERSEY CITY N.J. 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. 52.252-2 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 Page: 108 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 52.202-1 DEFINITIONS (NOV 2013) Clause 52.203-17 CONTRACTOR EMPLOYEE Clause OPTION TO PURCHASE EQUIPMENT WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER CONTRACTOR USE OF MANDATORY RIGHTS (APR 2014) 52.203-3 GRATUITIES (APR 1984) Clause 52.204-13 SYSTEM FOR AWARD MANAGEMENT Clause (MAY 2014) MAINTENANCE (OCT 2018) 52.204-19 INCORPORATION BY REFERENCE Clause Clause OF REPRESENTATIONS AND WITH INVERTED DOMESTIC CERTIFICATIONS (DEC 2014) 52.204-4 PRINTED OR COPIED DOUBLE -SIDED Clause ON POSTCONSUMER FIBER VARIATION IN QUANTITY (APR 1984) CONTENT PAPER (MAY 2011) 52.204-7 SYSTEM FOR AWARD MANAGEMENT Clause Clause (OCT 2018) 52.204-9 PERSONAL IDENTITY VERIFICATION Clause OF CONTRACTOR PERSONNEL (JAN Page: 109 of 178 Contract Number: GS -07F -0401X 2011) 52.207-5 OPTION TO PURCHASE EQUIPMENT Clause (FEB 1995) 52.208-9 CONTRACTOR USE OF MANDATORY Clause SOURCES OF SUPPLY OR SERVICES (MAY 2014) 52.209-10 PROHIBITION ON CONTRACTING Clause WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015) 52.211-16 VARIATION IN QUANTITY (APR 1984) Clause 52.215-21 REQUIREMENTS FOR CERTIFIED Clause COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA --MODIFICATIONS (OCT 2010) (ALTERNATE IV - OCT 2010) 52.216-19 ORDER LIMITATIONS (OCT 1995) Clause (DEVIATED II - FEB 2007) 52.216-22 INDEFINITE QUANTITY (OCT 1995) Clause 52.217-8 OPTION TO EXTEND SERVICES (NOV Clause 1999) 52.222-1 NOTICE TO THE GOVERNMENT OF Clause LABOR DISPUTES (FEB 1997) 52.222-49 SERVICE CONTRACT LABOR Clause STANDARDS a## PLACE OF PERFORMANCE UNKNOWN (MAY 2014) 52.222-6 CONSTRUCTION WAGE RATE Clause REQUIREMENTS (08/22/2018) Page: 109 of 178 Contract Number: GS -07F -0401X Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 52.222-7 WITHHOLDING OF FUNDS (MAY 2014) Clause 52.222-8 PAYROLLS AND BASIC RECORDS Clause (AUG 2018) 52.222-9 APPRENTICES AND TRAINEES (JUL Clause 2005) 52.223-10 WASTE REDUCTION PROGRAM (MAY Clause 2011) 52.223-17 AFFIRMATIVE PROCUREMENT OF Clause EPA -DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008) 52.223-19 COMPLIANCE WITH Clause ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011) 52.223-2 AFFIRMATIVE PROCUREMENT OF Clause BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013) 52.223-5 POLLUTION PREVENTION AND Clause RIGHT -TO -KNOW INFORMATION (MAY 2011) 52.224-1 PRIVACY ACT NOTIFICATION (APR Clause 1984) 52.224-2 PRIVACY ACT (APR 1984) Clause 52.228-5 INSURANCE --WORK ON A Clause GOVERNMENT INSTALLATION (JAN 1997) 52.229-1 STATE AND LOCAL TAXES (APR Clause 1984) (DEVIATION I - MAY 2003) 52.229-3 FEDERAL, STATE, AND LOCAL Clause TAXES (FEB 2013) (DEVIATION I - FEB 2007) 52.232-17 INTEREST (MAY 2014) (DEVIATION I - Clause MAY 2003) 52.232-19 AVAILABILITY OF FUNDS FOR THE Clause NEXT FISCAL YEAR (APR 1984) (DEVIATION I - MAY 2003) 52.232-34 PAYMENT BY ELECTRONIC FUNDS Clause TRANSFER --OTHER THAN SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (DEVIATION I - FEB 2007) 52.232-36 PAYMENT BY THIRD PARTY (MAY Clause 2014) (DEVIATION I - MAY 2003) 52.232-37 MULTIPLE PAYMENT Clause ARRANGEMENTS (MAY 1999) 52.233-1 DISPUTES (MAY 2014) Clause 52.237-2 PROTECTION OF GOVERNMENT Clause BUILDINGS, EQUIPMENT, AND Page: 110 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Page: 111 of 178 Contract Number: GS -07F -0401X VEGETATION (APR 1984) 552.212-70 52.237-3 CONTINUITY OF SERVICES (JAN Clause 552.229-71 1991) 52.242-13 BANKRUPTCY (JUL 1995) Clause 52.242-15 STOP -WORK ORDER (AUG 1989) Clause 52.242-5 PAYMENTS TO SMALL BUSINESS Clause SUBCONTRACTORS (JAN 2017) 52.246-4 INSPECTION OF Clause SERVICES --FIXED-PRICE (AUG 1996) (DEVIATION I - MAY 2003) 52.247-1 COMMERCIAL BILL OF LADING Clause NOTATIONS (FEB 2006) 52.247-32 F.O.B. ORIGIN, FREIGHT PREPAID Clause (FEB 2006) 52.247-34 F.O.B. DESTINATION (NOV 1991) Clause (DEVIATION I - MAY 2003) 52.247-38 F.O.B. INLAND CARRIER, POINT OF Clause EXPORTATION (FEB 2006) (DEVIATION I - FEB 2007) 52.247-39 F.O.B. INLAND POINT, COUNTRY OF Clause IMPORTATION (APR 1984) 52.247-58 LOADING, BLOCKING, AND BRACING Clause OF FREIGHT CAR AND TRAILER -ON -FLAT CAR (PIGGYBACK) SHIPMENTS (DEVIATION I - OCT 1984) 52.247-65 F.O.B. ORIGIN, PREPAID Clause FREIGHT --SMALL PACKAGE SHIPMENTS (JAN 1991) 52.247-68 REPORT OF SHIPMENT (REPSHIP) Clause (FEB 2006) 52.251-1 GOVERNMENT SUPPLY SOURCES Clause (APR 2012) 552.211-73 MARKING (FEB 1996) Clause 552.211-75 PRESERVATION, PACKAGING, AND Clause PACKING (FEB 1996) (ALTERNATE I - MAY 2003) 552.211-77 PACKING LIST (FEB 1996) Clause (ALTERNATE I - MAY 2003) 552.211-89 NON -MANUFACTURED WOOD Clause PACKAGING MATERIAL FOR EXPORT Page: 111 of 178 Contract Number: GS -07F -0401X (JUL 2016) 552.212-70 PREPARATION OF OFFER (MULTIPLE Clause AWARD SCHEDULE) (AUG 1997) 552.229-71 FEDERAL EXCISE TAX --DC Clause GOVERNMENT (SEP 1999) 552.232-8 DISCOUNTS FOR PROMPT PAYMENT Clause (APR 1989) (DEVIATION FAR 52.232-8) 552.232-81 PAYMENTS BY NON-FEDERAL Clause Page: 111 of 178 Contract Number: GS -07F -0401X Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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) Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal Page: 112 of 178 ORDERING ACTIVITIES (MAY 2003) 552.232-83 CONTRACTOR'S BILLING Clause RESPONSIBILITIES (MAY 2003) 552.238-73 CANCELLATION (SEP 1999) Clause 552.238-77 DEFINITION (FEDERAL SUPPLY Clause SCHEDULES) - NON-FEDERAL ENTITY (JUL 2016) 552.238-79 USE OF FEDERAL SUPPLY Clause SCHEDULE CONTRACTS BY NON-FEDERAL ENTITIES (JUL 2016) C -FSS -412 CHARACTERISTICS OF ELECTRIC Clause CURRENT (MAY 2000) D -FSS -471 MARKING AND DOCUMENTATION Clause REQUIREMENTS PER SHIPMENT (APR 1984) D -FSS -477 TRANSSHIPMENTS (APR 1984) Clause I -FSS -314 FOREIGN TAXES AND DUTIES (DEC Clause 1990) I -FSS -594 PARTS AND SERVICE (OCT 1988) Clause 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) Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal Page: 112 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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." 552.211-78 COMMERCIAL DELIVERY SCHEDULE (MULTIPLE AWARD SCHEDULE) (FEB 1996) (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 commercial practice. The Goverrunent requires the Contractor's normal commercial 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: ITEMS OR GROUP OF ITEMS GOVERNMENT STATED CONTRACTOR'S NORMAL (Special item No. or nomenclature) DELIVERY TIME (Days ARO) COMMERCIAL DELIVERY TIME FSC 49 - Maintenance and Repair No greater than the contractor's Shop Equipment normal commercial delivery time. FSC 54 - Pre-Engineered/Prefabricated Buildings and Structures FSC 54 - Above Ground Storage No greater than the contractor's Tanks & Fuel Mgmt Systems normal commercial delivery time. FSC 56 - Building Materials FSC 61 - Power Distribution No greater than the contractor's Equipment, Generators and normal commercial delivery time. Batteries FSC 39 - Warehouse Equipment Page: 113 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X and Supplies (b) Expedited Delivery Times. For those items that can be delivered quicker than the delivery times in paragraph (a), above, the Offeror is requested to insert below, a time (hours/days ARO) that delivery can be made when expedited delivery is requested. ITEM OR GROUP OF ITEMS Expedited Delivery Time (Special Item No. of nomenclature) (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. 552.211-8 TIME OF DELIVERY (SEP 1999) (a) The time of delivery for each item means the time required after receipt of an order (1) to make delivery to a destination in the case of delivered prices, or (2) to place shipment in transit in the case of f.o.b. origin prices. (b) Delivery is required to be made at the point(s) specified within to be determined at the task order level. days after receipt of order. 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.shtmi 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 Page: 114 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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/archivelDladIRev5/P`ART47.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. 552.212-4 CONTRACT TERMS AND CONDITIONS — COMMERCIAL ITEMS (JAN 2017) (DEVIATION — FEB 2007) (DEVIATION - FEB 2018) (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The ordering activity 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 ordering activity may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The ordering activity 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 711 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 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. Page: 115 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 ordering activity 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 ordering activity 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 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 ordering activity 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 Page: 116 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 ordering activity acceptance of supplies delivered or services -performed by the Contractor. (h) Patent indemnity. The Contractor shall indemnify the ordering activity 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 ordering activity that have been delivered to the delivery destinations set forth in this contract. (2) Prompt payment. The ordering activity will make payment in accordance with the Prompt Payment Act ('11 i T. . 903) and prompt payment regulations at 5 CFR part 1315. (3) Electronic Funds Transfer (EFT). If the ordering activity 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. (5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the ordering activity 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 ordering activity 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. Page: 117 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (ii) The ordering activity 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 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 ordering activity 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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. 0) 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 ordering activity upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the ordering activity at the destination specified in the contract, if transportation is f.o.b. destination. (k) Traces. The contract price includes all applicable Federal, State, and local taxes and duties. (1) Termination for the ordering activity's convenience. The ordering activity reserves the right to Page: 118 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 ordering activity 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 ordering activity 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 ordering activity 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 terns and conditions, or fails to provide the ordering activity, upon request, with adequate assurances of future performance. In the event of termination for cause, the ordering activity shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the ordering activity for any and all rights and remedies provided by law. If it is determined that the ordering activity 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 ordering activity upon acceptance, regardless of when or where the ordering activity 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 ordering activity 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 U 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. chanter 87. Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chanter 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. Page 119 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t) System for Award Management (SAM). (l) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the ordering activity's reliance on inaccurate or incomplete data. To remain registered in the SAM database 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 the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2) (i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change -of -name agreements in FAR 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 the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(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. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. 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. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through hW://www.acquisition.eov. (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 ordering activity 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 ordering activity. (ii) Neither the ordering activity nor any ordering activity authorized end user shall be Page: 120 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 ordering activity or any ordering activity 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 ordering activity 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 ordering activity, the following shall apply: (i) Applicability. This agreement is a part of a contract between the commercial supplier and the ordering activity 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 ordering activity as end user but shall not operate to bind an ordering activity employee or person acting on behalf of the ordering activity in his or her personal capacity. (iii) Law and disputes. This agreement is governed by Federal law. (A) Any language purporting to subject the ordering activity 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 ordering activity except as allowed by this contract. If the supplier or licensor believes the ordering activity 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 ordering activity only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). Page: 121 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 ordering activity's rights or obligations; (2) Terms that increase ordering activity prices; (3) Terms that decrease overall level of service; or (4) Terms that limit any other ordering activity 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 ordering activity, and the ordering activity 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 ordering activity 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 ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying ordering activity contract or order. (B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes); no payment obligation shall arise on the part of the ordering activity 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 ordering activity. (x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the ordering activity 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 ordering activity contract. (xi) Non -assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the ordering activity'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 Page: 122 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 ordering activity 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 Offerors are advised to refer to GSAR Clause 552.212-4 when the solicitation or the resultant contract references FAR Clause 52.212-4. 552.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (JAN 2017) (DEVIATION - FEB 2018) (ALTERNATE I - JAN 2017) (DEVIATION - FEB 2007) (a) Inspection/Acceptance. (1) The ordering activity 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 ordering activity may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The ordering activity will perform inspections and tests in a manner that will not unduly delay the work. (2) If the ordering activity 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 ordering activity 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 ordering activity 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 ordering activity), the ordering activity may — Page: 123 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 ordering activity may at any time require the Contractor to remedy by correction or replacement, without cost to the ordering activity, 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 ordering activity -famished property shall be governed by the clause pertaining to ordering activity 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 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 Page: 124 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. (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 ordering activity 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; Page: 125 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on ordering activity 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 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 ordering activity 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 l Oth day after ordering activity acceptance of supplies delivered or services performed by the Contractor. (h) Patent indemnity. The Contractor shall indemnify the ordering activity 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 ordering activity 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. Page: 126 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. (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 item at 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 ordering activity 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 ordering activity 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 ordering activity for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract. Page: 127 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed. (1) Other Direct Costs. The ordering activity 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 ordering activity will reimburse the Contractor for indirect costs on a pro -rata basis over the period of contract performance at the following fixed price: 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 Page: 128 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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). Page: 129 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 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 ordering activity 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 32.608-2 of the Federal Acquisition Regulation 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 ordering activity, 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 ordering activity 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 ordering activity against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents. Page: 130 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (8) Prompt payment. The ordering activity 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 ordering activity 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. 0) 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 ordering activity upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the ordering activity 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. (1) Termination for the ordering activity's convenience. The ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity, upon request, with adequate assurances of future performance. In the event of termination for cause, the ordering activity shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the ordering activity for any and all rights and remedies provided by law. If it is determined that the ordering activity 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 ordering activity upon acceptance, regardless of when or where the ordering activity 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 ordering activity 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. Page: 131 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 21 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; 41 U.S.C. 4712 and 10 U.S.C. 2409 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) System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the ordering activity's reliance on inaccurate or incomplete data. To remain registered in the SAM database 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 the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2) (i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change -of -name agreements in FAR 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 the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(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 Page: 132 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X contract. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. 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. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through h=s://www.acQuisition.gov. (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 502.1011 that includes any language, provision, or clause requiring the ordering activity 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 violation3(,_1 U.S.C. 1341), the following shall govern: (i) Any such language, provision, or clause is unenforceable against the ordering activity. (ii) Neither the ordering activity nor any ordering activity 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 ordering activity or any ordering activity 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 ordering activity 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 ordering activity, the following shall apply: (i) Applicability. This agreement is a part of a contract between the commercial supplier and the ordering activity 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 ordering activity as end user but shall not operate to bind an ordering activity employee or person acting on behalf of the ordering activity in his or her personal capacity. Page: 133 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (iii) Law and disputes. This agreement is governed by Federal law. (A) Any language purporting to subject the ordering activity 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 ordering activity except as allowed by this contract. If the supplier or licensor believes the ordering activity 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 ordering activity 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 ordering activity rights or obligations; (2) Terms that increase ordering activity prices; (3) Terms that decrease overall level of service; or (4) Terms that limit any other ordering activity 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 ordering activity, and the ordering activity 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 ordering activity 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: Page: 134 of 178 Contract Clauses for Solicitation 7FCI-FB-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying ordering activity contract or order. (B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes); no payment obligation shall arise on the part of the ordering activity 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 ordering activity. (x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the ordering activity as end user will be governed by the terms of the underlying ordering activity 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 ordering activity contract. (xi) Non -assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the ordering activity'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 ordering activity 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 552.2124 Offerors are advised to refer to GSAR Clause 552.2124 when the solicitation or the resultant contract references FAR Clause 52.2124. 552.212-70 PREPARATION OF OFFER (MULTIPLE AWARD SCHEDULE) (AUG 1997) (a) Definitions. Concession, as used in this solicitation, means a benefit, enhancement or privilege (other than a discount), which either reduces the overall cost of a customer's acquisition or encourages a customer to consummate a purchase. Concessions include, but are not limited to freight allowance, extended warranty, extended price guarantees, free installation and bonus goods. Discount, as used in this solicitation, means a reduction to catalog prices (published or unpublished). Discounts include, but are not limited to, rebates, quantity discounts, purchase option credits, and any other terms or conditions other than concessions) which reduce the amount of money a customer ultimately pays for goods or services ordered or received. Any net price lower than the list price is considered a "discount" by the percentage difference from the list price to the net price. (b) For each Special Item Number (SIN) included in an offer, the Offeror shall provide the information Page: 135 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X outlined in paragraph (c). Offerors may provide a single response covering more than one SIN, if the information disclosed is the same for all products under each SIN. If discounts and concessions vary by model or product line, offerors shall ensure that information is clearly annotated as to item or items referenced. (c) Provide information described below for each SIN: (1) Two copies of the offeror's current published (dated or otherwise identified) commercial descriptive catalogs and/or price list(s) from which discounts are offered. If special catalogs or price lists are printed for the purpose of this offer, such descriptive catalogs or price lists shall include a statement indicating the special catalog or price list represent a verbatim extract from the Offeror's commercial catalog and/or price list and identify the descriptive catalog and/or price list from which the information has been extracted. (2) Next to each offered item in the commercial catalog and/or price list, the Offeror shall write the special item number (SIN) under which the item is being offered. Unless a special catalog or price list is submitted, all other items shall be marked "excluded," lined out, and initialed by the offeror. (3) The discount(s) offered under this solicitation. The description of discounts offered shall include all discounts, such as prompt payment discounts, quantity/dollar volume discounts (indicate whether models/products can be combined within the SIN or whether SINs can be combined to earn discounts), blanket purchase agreement discounts, or purchase option credits. If the terms of sale appearing in the commercial catalogs or price list on which an offer is based are in conflict with the terms of this solicitation, the latter shall govern. (4) A description of concessions offered under this solicitation which are not granted to other customers. Such concessions may include, but are not limited to, an extended warranty, a return/exchange goods policy, or enhanced or additional services. (5) If the Offeror is a dealer/reseller or the Offeror will use dealers to perform any aspect of contract awarded under this solicitation, describe the functions, if any, that the dealer/reseller will perform. 552.212-71 CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2016) (a) The Contractor agrees to comply with any clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The clauses in paragraph (b) of this section are incorporated by reference: [The Contracting Officer should check the clauses 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.] (b) Clauses. Yes 552.203-71 Restriction on Advertising Yes 552.211-73 Marking No 552.215-70 Examination of Records by GSA Yes 552.215-71 Examination of Records by GSA (Multiple Award Schedule) Yes 552.215-72 Price Adjustment —Failure to Provide Accurate Inforniation Page: 136 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X No 552.219-70 Allocation of Orders—Partially Set -Aside Items No 552.228-70 Workers' Compensation Laws Yes 552.229-70 Federal, State, and Local Taxes Yes 552.232-8 Discounts for Prompt Payment Yes 552.232-23 Assignment of Claims No 552.232-71 Adjusting Payments No 552.232-72 Final Payment No 552.232-73 Availability of Funds No 552.232-78 Payment Information No 552.237-71 Qualifications of Employees Yes 552.238-71 Submission and Distribution of Authorized FSS Schedule Price List Yes 552.238-74 Industrial Funding Fee and Sales Reporting Yes 552.238-75 Price Reductions No 552.238-81 Modifications (Multiple Award Schedule) No 552.242-70 Status Report of Orders and Shipments Yes 552.246-73 Warranty—Multiple Award Schedule No 552.246-76 Warranty of Pesticides 552.212-72 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2015) 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 following provisions and clauses are incorporated by reference: (a) Provisions. (b) Clauses. * * 552.223-72 Hazardous Material Information * * 552.223-70 Hazardous Substances. * * 552.223-71 Nonconforming Hazardous Material, Page: 137 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X * * 552.223-73 Preservation, Packaging, Packing, Marking and Labeling of Hazardous Materials (HAZMAT) for Shipments. * * 552.238-70 Identification of Electronic Office Equipment Providing Accessibility for the Handicapped. * * 552.238-72 Identification of Products That Have Environmental Attributes. 552.215-71 EXAMINATION OF RECORDS BY GSA (MULTIPLE AWARD SCHEDULE) (JUL 2003) 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 the Price Reduction clause and compliance with the Industrial Funding Fee and Sales Reporting clause of this contract. 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. 552.215-72 PRICE ADJUSTMENT—FAILURE TO PROVIDE ACCURATE INFORMATION (AUG 1997) (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. 552.215-73 NOTICE (JUL 2016) Page: 138 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (a) The information collection requirements contained in this solicitation/contract are either required by regulation or approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned OMB Control No. 3090-0163. (b) GSA's hours of operation are 8:00 a.m. to 4:30 p.m. Requests for pre -award debriefings postmarked or otherwise submitted after 4:30 p.m. will be considered submitted the following business day. Requests for post -award debriefings delivered after 4:30 p.m. will be considered received and filed the following business day. 552.216-70 ECONOMIC PRICE ADJUSTMENT—FSS MULTIPLEAWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I - SEP 1999) (DEVIATION - APR 2007) 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. (b) Contractors may request price increases providing all of the following conditions are met: (1) Increases resulting from a reissue or other modification of the Contractor's commercial catalog/pricelist that was used as the basis for the contract award. (2) Increases are requested before the last 60 days of the contract period. (3) At least 30 days elapse between requested increases. (c) The following material shall be submitted with the request for a price increase: (1) A copy of the commercial catalog/pricelist showing the price increase and the effective date for commercial customers. (2) Commercial Sales Practice format regarding the Contractor's commercial pricing practice relating to the reissued or modified catalog/pricelist, 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. (d) 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. (e) The contract modification reflecting the price adjustment shall be made effective upon signature of the Contracting Officer, provided that in no event shall such price adjustment be effective prior to the effective date of the commercial price increases. The increased contract prices shall apply to delivery orders issued to the Contractor on or after the effective date of the contract modification. 552.216-70 ECONOMIC PRICE ADJUSTMENT—FSS MULTIPLE Page: 139 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X AWARD SCHEDULE CONTRACTS (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 Reduction Clause. (b) Contractors may request price increases under the following conditions: (1) Increases resulting from a reissue or other modification of the Contractor's commercial catalog/pricelist'that was used as the basis for the contract award. (2) Only three increases will be considered during the contract period. (3) Increases are requested after the first 30 days of the contract period and prior to the last 60 days of the contract period. (4) At least 30 days elapse between requested increases. (c) The aggregate of the increases in any contract unit price under this clause shall not exceed TBD percent of the original contract unit price. The Government reserves the right to raise this ceiling where changes in market conditions during the contract period support an increase. (d) The following material shall be submitted with the request for a price increase: (1) A copy of the commercial catalog/pricelist showing the price increase and the effective date for commercial customers. (2) Commercial Sales Practice format regarding the Contractor's commercial pricing practice relating to the reissued or modified catalog/pricelist, or a certification that no change has occurred in the data since completion of the initial negotiation or a subsequent submission. (3) Documentation supporting the reasonableness of the price increase. (e) The Government reserves the right to exercise one of the following options: (1) Accept the Contractor's price increases as requested when all conditions of (b), (c), and (d) of this clause are satisfied; (2) Negotiate more favorable discounts from the new commercial prices when the total increase requested is not supported; or, (3) Remove the product(s) from contract involved pursuant to the Cancellation Clause of this contract, when the increase requested is not supported. (f) The contract modification reflecting the price adjustment shall be signed by the Government and made effective upon receipt of notification from the Contractor that the new catalog/pricelist has been mailed to the addressees previously furnished by the Contracting Officer, provided that in no event shall such price adjustment be effective prior to the effective date of the commercial price increases. The increased contract prices shall apply to delivery orders issued to the Contractor on or after the effective date of the contract modification. 552.216-72 PLACEMENT OF ORDERS (JAN 2016) (a) Delivery orders (orders) will be placed by: Page: 140 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X ' [Contracting Officer insert names of Federal agencies] (b) Orders may be placed through Electronic Data Interchange (EDI) or mailed in paper form. EDI orders shall be placed using the American National Standards Institute (ANSI) X12 Standard for Electronic Data Interchange (EDI) format. (c) If the Contractor agrees, General Services Administration's Federal Acquisition Service (FAS) will place all orders by EDI using computer -to -computer EDI. If computer -to -computer EDI is not possible, FAS will use an alternative EDI method allowing the Contractor to receive orders by facsimile transmission. Subject to the Contractor's agreement, other agencies may place orders by EDI. (d) When computer -to -computer EDI procedures will be used to place orders, the Contractor shall enter into one or more Trading Partner Agreements (TPA) with each Federal agency placing orders electronically in order to ensure mutual understanding by the parties of certain electronic transaction conventions and to recognize the rights and responsibilities of the parties as they apply to this method of placing orders. The TPA must identify, among other things, the third party provider(s) through which electronic orders are placed, the transaction sets used, security procedures, and guidelines for implementation. Federal agencies may obtain a sample format to customize as needed from the office specified in (g) below. (e) The Contractor shall be responsible for providing its own hardware and software necessary to transmit and receive data electronically. Additionally, each party to the TPA shall be responsible for the costs associated with its use of third party provider services. (f) Nothing in the TPA will invalidate any part of this contract between the Contractor and the General Services Administration. All terms and conditions of this contract that otherwise would be applicable to a mailed order shall apply to the electronic order. (g) The basic content and format of the TPA will be provided by: General Services Administration Office of the Chief Information Officer (I). Contact information can be found at: http://www.gsa.gov/portal/category/21404. 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 Page: 141 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 perforin, (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). (d) Pending final resolution of any dispute, the Contractor shall promptly comply with the decision of the Contracting Officer. 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.) (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. Page: 142 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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. 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. 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. 552.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989) Page: 143 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (DEVIATION FAR 52.232-8) (ALTERNATE I — MAY 2003) (a) Discounts for early payment (hereinafter referred to as "discounts" or "the discount") will be considered in evaluating the relationship of the offeror's concessions to the Government vis-a-vis the offeror's concessions to its commercial 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 Government 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. 552.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989) (DEVIATION FAR 52.232-8) (a) Discounts for early payment (hereinafter referred to as "discounts" or "the discount") will be considered in evaluating the relationship of the offeror's concessions to the Government vis-a-vis the offeror's concessions to its commercial 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) Agencies required to use the resultant schedule will not apply the discount in determining the lowest delivered price pursuant to the FPMR, 41 CFR 101-26.408, if the agency determines that payment will probably not be made within the discount period offered. The same is true if the discount is considered uneconomical at the time of placement of the order. (e) 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 Government if payment is made within the discount period specified. (f) 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. Page: 144 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (g) 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. 552.232-81 PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (MAY 2003) 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 Federal Acquisition Regulation clause 52.232-25, Prompt Payment, or 52.212-4, Contract Terms and Conditions—Commercial Items, apply to such activities in the same manner as to Federal ordering activities. 552.232-83 CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2003) 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 regarding prices 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 product/model sold; (iv) The quantity of each service or product/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. An agreement between a Contractor and its dealers pursuant to this procedure will not establish privity of contract between dealers and the Government. 552.238-70 IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING ACCESSIBILITY FOR THE HANDICAPPED (SEP 1991) (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 (i.e., handicapped individuals) Page: 145 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X so as to promote productivity and provide access to work related and/or public information resources. "Handicapped individuals" mean qualified individuals with impairments as cited in 29 CFR 1613.702(f) 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 a handicapped individual. (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 handicapped individuals. Identification should include the type of disability accommodated and how the users with that disability would be helped. (Note: This is an FSS reproduction using word processing software) .STANDARD FORM 1449 (10-95) (BACK) 552.238-71 SUBMISSION AND DISTRIBUTION OF AUTHORIZED FSS SCHEDULE PRICE LISTS (SEP 1999) (DEVIATION - JUN 2016) (a) At the time of offer submission, an electronic version of proposed prices, including terms and conditions, will be submitted utilizing the templates in eOffer. If necessary, e0ffer will facilitate the revision of proposed pricing or price -related terms and conditions during the evaluation process. Upon award of a contract, eOffer will use the submitted pricing information to create the Contractor's Authorized Federal Supply Schedule Price List and post it to GSA Advantage!. (b) During the period of the contract, the Contractor shall provide its Authorized Federal Supply Schedule Price List to eligible ordering activities upon request. Note: Regulation 552.238-71 The requirements regarding FSS Schedule price lists provided in Clause 552.238-71 SUBMISSION AND DISTRIBUTION OF AUTHORIZED FSS SCHEDULE PRICE LISTS (SEP 1999) (DEVIATION - JUN 2016) are applicable to contracts under Formatted Product Tool (FPT) Schedules/SINs only. The following requirements are applicable to contracts under non-FPT Schedules/SINs: (a) The Contracting Officer will return one copy of the Authorized FSS Schedule Pricelist to the Contractor with the notification of contract award. (b) The Contractor shall provide to the GSA Contracting Officer the completed Authorized FSS Schedule Pricelist on a common -use electronic medium.FSS Schedule Pricelist on a common -use electronic medium. (c) The Contracting Officer will provide detailed instructions for the electronic submission with the award notification. Some structured data entry in a prescribed format may be required. (d) During the period of the contract, the Contractor shall provide one copy of its Authorized FSS Schedule Pricelist to any authorized Schedule user, upon request. 552.238-72 IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (SEP 2003) (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 Page: 146 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 [reg] 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. Post -consumer 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/cpgt). Recovered materials means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process (Executive Order 13101 and 42 U.S.C. 6903 (19) and http://www.epa.gov/cpg/). For paper and paper products, see the definition at FAR 11.301 (42 U.S.C. 6962 (h)). Remanufactured means factory rebuilt to original specifications. Renewable energy means energy produced by solar, wind, geothermal, and biomass power. Renewable energy technology means— (1) Technologies that use renewable energy to provide light, heat, cooling, or mechanical or electrical energy for use in facilities or other activities; or (2) The use of integrated whole -building designs that rely upon renewable energy resources, including passive solar design. (c) (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/); Page: 147 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (iii) Are energy-efficient, as defined by either ENERGY STAR [reg] and/or FEMP's designated top 25th percentile levels (see ENERGY STAR [reg] at http://www.energystar.gov/ and FEMP at http://www.eere.energy.gov/); (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 is translated into respective icons in GSA Advantage! 9). (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 item's environmental attribute on the basis of— (1) Participation in a Federal agency -sponsored program (e.g., the EPA and DOE ENERGY STAR [reg] 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. 552.238-73 CANCELLATION (SEP 1999) 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. 552.238-74 INDUSTRIAL FUNDING FEE AND SALES REPORTING (MAY 2014) (a) Reporting of Federal Suyply 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. Page: 148 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 Govemmentwide Acquisition Contract (GWAC); a separately awarded FAR Part 12, FAR Part 13, FAR Part 14, or FAR Part 15 procurement; or a non -FAR contract. Sales made to state and local governments under Cooperative Purchasing authority shall be counted as reportable sales for IFF purposes. (4) The Contractor shall electronically report the quarterly dollar value of sales, including "zero" sales, by utilizing the automated reporting system at an Internet website designated by the General Services Administration (GSA)'s Federal Acquisition Service (FAS). Prior to using this automated system, the Contractor shall complete contract registration with the FAS Vendor Support Center (VSC). The website address, as well as registration instructions and reporting procedures, will be provided at the time of award. The Contractor shall report sales separately for each National Stock Number (NSN), Special Item Number (SIN), or sub -item. (5) The Contractor shall convert the total value of sales made in foreign currency to U.S. dollars using the "Treasury Reporting Rates of Exchange" issued by the U.S. Department of Treasury, Financial Management Service. The Contractor shall use the issue of the Treasury report in effect on the last day of the calendar quarter. The report is available from Financial Management Service, International Funds Branch, Telephone: (202) 874-7994, Internet: http://www.fiscal.treasury.gov/fsreports/rpt/treasRptRateExch/treasRptRateExch home.htm (b) The Contractor shall remit the IFF at the rate set by GSA's FAS. (1) The Contractor shall remit the IFF to FAS in U.S. dollars within 30 calendar days after the end of the reporting quarter; final payment shall be remitted within 30 days after physical completion of the last outstanding task order or delivery order of the contract. (2) The IFF represents a percentage of the total quarterly sales reported. This percentage is set at the discretion of GSA's FAS. GSA's FAS has the unilateral right to change the percentage at any time, but not more than once per year. FAS will provide reasonable notice prior to the effective date of the change. The IFF reimburses FAS for the costs of operating the Federal Supply Schedules Program. FAS recoups its operating costs from ordering activities as set forth in 40 U.S.C. 321: Acquisition Services Fund. Net operating revenues generated by the IFF are also applied to fund initiatives benefitting other authorized FAS programs, in accordance with 40 U.S.C. 321.Offerors must include the IFF in their prices. The fee is included in the award price(s) and reflected in the total amount charged to ordering activities. FAS will post notice of the current IFF at https:H72a.gsa.gov/ or successor website as appropriate. (c) Within 60 days of award, an FAS representative will provide the Contractor with specific written Page: 149 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. (Note: This is an FSS reproduction using word processing software) STANDARD FORM 1449 (10-95) (BACK) 552.238-75 PRICE REDUCTIONS (JUL 2016) (ALTERNATE I — JUL 2016) (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. 552.238-77 DEFINITION (FEDERAL SUPPLY SCHEDULES) —NON-FEDERAL ENTITY (JUL 2016) Ordering activity (also called "ordering agency" and "ordering office") means an eligible ordering activity (see 552.238-78), authorized to place orders under Federal Supply Schedule contracts. 552.238-78 SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (JUL 2016) (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 Special Item Number 132-53, Wireless Services 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 Government of the District of Columbia; (6) Tribal governments when authorized under 25 U.S.C. 450j(k); (7) Tribes or tribally designated housing entities pursuant to 25 U.S.C. 41110); (8) Qualified Nonprofit Agencies as authorized under 40 U.S.C. 502(b); and Page: 150 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (9) Organizations, other than those identified in paragraph (d) below, authorized by GSA pursuant to statute or regulation to use GSA as a source of supply. (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 Schedule 70 contracts, and Consolidated Schedule contracts containing information technology Special Item Numbers, and Schedule 84 contracts, 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 Page: 151 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X accept such orders, all provisions of the contract shall apply, including clause 552.232-79, Payments by Credit Card. 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 552.232-79, Payment by Credit Card.) Failure to return an order or advise the ordering activity within the time 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. 552.238-79 USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY NON-FEDERAL ENTITIES (JUL 2016) (a) If an entity identified in paragraph (d) of the clause at 552.238-78, 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 Item 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 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. Page: 152 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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 552.238-78, 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 552.238-74, 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 552.238-78, Scope of Contract (Eligible Ordering Activities), and (2) The dollar value for sales to entities identified in paragraph (d) of clause 552.238-78. 552.238-81 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (APR 2014) (ALTERNATE I — JUN 2016) (a) General. The Contractor may request a contract modification by submitting 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 submitted: (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, submit 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 submitted instead. (iii) Information about the new item(s) or the item(s) under the new SIN(s) must be Page: 153 of 178 Contract Clauses for Solicitation 7FCI-FB-030056-B Refresh Number 38 Contract Number: GS -07F -0401X submitted 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 submitted 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 submitted if required by 52.215-6, Place of Performance. (vi) Hazardous Material information (if applicable) must be submitted as required by 52.223-3 (ALT I), Hazardous Material Identification and Material Safety Data. (vii) Any information requested by 52.212-3(f), Offeror Representations and Certifications—Commercial Items, 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 552.238-75. If the Price reduction falls under item (i), the Contractor shall submit a copy of the dated commercial price list. If the price reduction falls under item (ii) or (iii), the Contractor shall submit 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 552.238-75. (d) Electronic File Updates. The Contractor shall update electronic file submissions 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 552.238-75. (e) Amendments to Paper Federal Supply Schedule Price Lists. (1) The Contractor must provide supplements to its paper price lists, reflecting the most current changes. The Contractor may either: (i) Distribute a supplemental paper Federal Supply Schedule Price List within 15 workdays after the effective date of each modification. (ii) Distribute quarterly cumulative supplements. The period covered by a cumulative supplement is at the discretion of the Contractor, but may not exceed three calendar months from the effective date of the earliest modification. For example, if the first modification occurs in February, the quarterly supplement must cover February—April, and every three month period after. The Contractor must distribute each quarterly cumulative supplement within 15 workdays from the last day of the calendar quarter. (2) At a minimum, the Contractor shall distribute each supplement to those ordering activities that previously received the basic document. In addition, the Contractor shall submit two copies of each supplement to the Contracting Officer and one copy to the FSS Schedule Information Center. (f) Electronic submission of modification requests is mandatory via eMod (http://eOffer.gsa.gov), Page: 154 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X unless otherwise stated in the electronic submission standards and requirements at the Vendor Support Center website (http://vsc.gsa.gov). If the electronic submissions standards and requirements information is updated at the Vendor Support Center website, Contractors will be notified prior to the effective date of the change. 552.238-82 SPECIAL ORDERING PROCEDURES FOR THE ACQUISITION OF ORDER -LEVEL MATERIALS (JAN 2018) (a) Definitions. Order -level materials 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) are done so under the authority of the FSS program, pursuant to 41 U.S.C. 152(3), and are not open market items, which are discussed in FAR 8.402(f). (b) FAR 8.403(b) provides that GSA may establish special ordering procedures for a particular FSS. (c) The procedures in FAR subpart 8.4 apply to this contract, with the exceptions listed in this clause. If a requirement in this clause is inconsistent with FAR subpart 8.4, this clause takes precedence pursuant to FAR 8.403(b). (d) Procedures for including order -level materials when placing an individual task or delivery order against an FSS contract or FSS BPA. (1) The procedures discussed in FAR 8.402(f) do not apply when placing task and delivery orders that include order -level materials. (2) Order -level materials are included in the definition of the term "materials" 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 percent. (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 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 FAR 52.212-4 Alt I (i)(1)(ii)(A). (B) If the contractor cannot obtain three quotes, the contractor shall maintain its documentation of why three quotes could not be obtained to support their Page: 155 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X determination. (C) A contractor with an approved purchasing system per FAR 44.3 shall instead follow its purchasing system requirement and is exempt from the requirements in 552.238-82(d)(7)(i)(A)-(B). (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 [FAR 52.212-4(i)(1)(ii)(D)(2) 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 552.215-71 Examination of Records by GSA, GSA has the authority to examine the Contractor's records for compliance with the pricing provisions in FAR clause 52.212-4 Alternate I, to include examination of any books, documents, papers, and records involving transactions related to the contract for overbillings, billing errors, and compliance with the IFF and the Sales Reporting clauses of the contract. (10) OLMs are exempt from the following clauses: (i) 552.216-70 Economic Price Adjustment -FSS Multiple Award Schedule Contracts. (ii) 552.238-71 Submission and Distribution of Authorized FSS Schedule Pricelists. (iii) 552.238-75 Price Reductions. (11) Exceptions for travel. (i) Travel costs are governed by FAR 31.205-46 and therefore the requirements in paragraph (d)(7) do not apply to travel costs. (ii) Travel costs do not count towards the 33.33% limitation described in paragraph (d)(4). (iii) Travel costs are exempt from clause 552.238-74 Industrial Funding Fee and Sales Reporting. 552.246-73 WARRANTY—MULTIPLE AWARD SCHEDULE (MAR 2000) (ALTERNATE I—MAY 2003) (a) Applicable to domestic locations. Unless specified otherwise in this contract, the Contractor's standard commercial warranty as stated in the Contractor's commercial price list applies to this contract. (b) Applicable to overseas destinations. Unless specified otherwise in this contract, the Contractor's standard commercial warranty as stated in the commercial price list applies to this contract, except as follows: (1) The Contractor must provide, at a minimum, a warranty on all non -consumable parts for a period of 90 days from the date that the ordering activity accepts the product. Page: 156 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (2) The Contractor must supply parts and labor required under the warranty provisions free of charge. (3) The Contractor must bear the transportation costs of returning the products to and from the repair facility, or the costs involved with Contractor personnel traveling to the ordering activity facility for the purpose of repairing the product onsite, during the 90 day warranty period. C -FSS -370 CONTRACTOR TASKS / SPECIAL REQUIREMENTS (NOV 2003) (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. (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 Pub L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in 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 FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program. (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 activities may require agency 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 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, OMB orders, standards and documentation as specified by the agency's order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency's order. (i) Government -Furnished Property: As specified by the agency's order, the Government may provide property, equipment, materials or resources as necessary. 0) Availability of Funds: Many Government 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. Page: 157 of 178 Contract Clauses for Solicitation 7FC1-FB-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (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). C -FSS -411 FIRE OR CASUALTY HAZARDS, OR SAFETY OR HEALTH REQUIREMENTS (OCT 1992) (a) Items in this solicitation which involve fire or casualty hazards (e.g., items containing electrical components), or safety or health requirements, shall conform to the safety standards (if any) for such products issued by a nationally recognized standards developing organization. The offeror shall identify in the spaces below whether any such standards are applicable to the products offered, and if so, which standard(s) applies. (Check one). _ 1. There are no nationally recognized safety standards which are applicable to any of the products offered under this solicitation. _ 2. The safety standard(s) identified below are applicable to the following products offered under this solicitation: Table - Applicable Safety Standard(s) Product Standard Check if there are no nationally recognized safety standards which are applicable to the other products offered (if any). (b) The offeror must furnish proof, satisfactory to the Government, that the products offered will conform with the requirements of the published safety standards. Acceptable proof of conformance includes a labeling, listing, or acceptance of the product by an organization approved by the Occupational Safety and Health Administration (OSHA) as a "Nationally Recognized Testing Laboratory" (NRTL). This conformance requirement must be maintained with respect to all applicable products furnished under resultant contracts. (c) Information regarding currently -approved NRTL's may be obtained by writing to the following: NRTL Recognition Program Office of Variance Determination Occupational Safety and Health Administration U.S. Department of Labor 200 Constitution Avenue, N.W. Room N-3653 Washington, DC 20210 (202) 219-7193 C-FSS412 CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2000) 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. C -FSS -425 WORKMANSHIP (OCT 1988) Page: 158 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Any item contracted for must be new, current model at the time of offer, unless otherwise specified. Each article must perform the functions for its intended use. C -FSS -427 ANSI STANDARDS (JUL 1991) ANSI Standards cited in this solicitation may be obtained from the American National Standards Institute, Inc., 11 West 42nd Street, 13th Floor, New York, NY 10036 (Tel: (212) 642-4900). C-FSS439 ENVIRONMENTAL PROTECTION AGENCY REGISTRATION REQUIREMENT (APR 1996) (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 below, 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. Table - EPA Registration Requirement Manufacturer's and/or Distributor's Name EPA Registration Number (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 Items), whichever is applicable to the resultant contract. CI -FSS -056 FEDERAL ACQUISITION REGULATION (FAR) PART 51 DEVIATION AUTHORITY (FEDERAL SUPPLY SCHEDULES) (JAN 2010) (a) General Background. On October 8, 2009, a class deviation to FAR Part 51 was granted by GSA's Senior Procurement Executive in accordance with FAR Subpart 1.404, Class deviations. The deviation permits federal contracting officers to authorize GSA contractors, who are performing an order on a time -and -material or labor -hour basis, to purchase supplies and services from schedule contractors or to process requisitions through the Global Supply Program. (b) Orders Orders placed using the FAR Part 51 deviation shall be: (1) Placed on a time -and -materials (T&M)/labor-hour (LH) basis—an order placed by the Federal Government to the buying contractor can be partially fixed price, but the portion of the order for the items to be procured using the FAR Part 51 deviation shall be T&M/LH; Page: 159 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (2) For ancillary supplies/services that are in support of the overall order such that the items are not the primary purpose of the work ordered, but are an integral part of the total solution offered; (3) Issued in accordance with the procedures in FAR 8.405-1, Ordering Procedures for supplies, and services not requiring a statement of work; (4) Placed by the Federal Government. The authorization is NOT available to state and local governments. (c) For comprehensive guidance on the proper use the FAR Part 51 authority granted by the deviation, please refer to the Ordering Guide at www.gsa.gov/far5Ideviation. D-FSS440 PRESERVATION, PACKAGING, PACKING, AND MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR SURFACE SHIPMENT (MAY 1997) (a) Preservation, packaging, packing, and marking and labeling of domestic and overseas HAZMAT SURFACE SHIPMENTS shall comply with all requirements of the following: (1) International Maritime Dangerous Goods (IMDG) Code established by the International Maritime Organization; (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 "Combustible" and "ORM," shall not be used); (3) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR Part 1910.1200; and (4) Any preservation, packaging, packing, and marking and labeling requirements contained elsewhere in this solicitation. (b) The test reports showing compliance with packaging requirements shall be made available to GSA contract administration/management representatives upon request. D -FSS -447 SEPARATE CHARGE FOR PERFORMANCE ORIENTED PACKAGING (POP) (JAN 1992) (a) Offerors are requested to quote a separate charge for providing preservation, packaging, packing, and marking and labeling of domestic and overseas HAZMAT SURFACE SHIPMENTS in compliance with all requirements of the following: (1) International Maritime Dangerous Goods (IMDG) Code established by the International Maritime Organization (IMO) in accordance with the United Nations (UN) Recommendations on the Transportation of Dangerous Goods (Note: Marine pollutants must be labeled as required by the IMDG Code); (2) The performance oriented packaging requirements contained in the U. S. Department of Transportation (DOT) Hazardous Materials Regulations (HMR; 49 CFR Parts 171 -180) effective October 1, 1991 (Note: The "Combustible" and "ORM" classifications contained these requirements are not permitted by the IMDG Code and can not be used); (3) Occupational Safety and Health Administration (OSHA) Regulations 29 CFR Parts 1910.101 - 1910.120 and 1910.1000 - 1910.1500, relating to Hazardous and Toxic Substances; and (4) Any preservation, packaging, packing, and marking and labeling requirements contained Page: 160 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X elsewhere in the solicitation. (b) Offerors are requested to list the hazardous material item to which the separate charge applies in the spaces provided below or on a separate attachment. These separate charges will be accepted as part of the award, if considered reasonable, and shall be included in the Contractor's published catalog and/or pricelist. Table - List of Hazardous Material Items) ITEMS (NSN's, SIN's or Descriptive Name of Charge for Performance Oriented Packaging Articles, as appropriate) (c) Ordering activities will not be obligated to utilize the Contractor's services for Performance Oriented Packaging, and they may obtain such services elsewhere if desired. However, the Contractor shall provide items in Performance Oriented Packaging when such packing is specified on the delivery order. The Contractor's contract price and the charge for Performance Oriented Packaging will be shown as separate entries on the delivery order. (d) The test reports showing compliance with package requirements will be made available to GSA contract administration/management representatives upon request. D -FSS -456 PACKAGING AND PACKING (APR 1984) (a) Packaging. Shall be in accordance with accepted commercial practice. (b) Packing. Shall be packed to ensure carrier acceptance and safe delivery to the destination in containers complying with rules and regulations applicable to the mode of transportation. D -FSS -471 MARKING AND DOCUMENTATION REQUIREMENTS PER SHIPMENT (APR 1984) It shall be the responsibility of the Ordering Office to determine the full marking and documentation requirements necessary under the various methods of shipment authorized by the contract. Set forth below is the minimum information and documentation that will be required for shipment. In the event the Ordering Office fails to provide the essential information and documentation, the Contractor shall, within three days after receipt of order, contact the Ordering Office and advise them accordingly. The Contractor shall not proceed with any shipment requiring transshipment via U.S. Government facilities without the below stated prerequisites: Direct Shipments. The Contractor shall mark all items ordered against this contract with indelible ink, paint or fluid, as follows: (1) Traffic Management or Transportation Officer at FINAL destination. (2) Ordering Supply Account Number. (3) Account number. (4) Delivery Order or Purchase Order Number. (5) National Stock Number, if applicable; or Contractor's item number. Page: 161 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (6) Box of Boxes. (7) Nomenclature (brief description of items). D -FSS -477 TRANSSHIPMENTS (APR 1984) The Contractor shall complete TWO 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. 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. These forms will be attached to one end and one side (NOT on the top or bottom) of the container. The Contractor will complete the bottom line of these forms, which pertains to the number of pieces, weight and cube of each piece, using U.S. weight and cubic measures. Weights will be rounded off to the nearest pound. (One kg = 2.2 U.S. pounds; one cubic meter = 35.3156 cubic feet.) 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. DANGEROUS CARGO WILL NOT BE INTERMINGLED WITH NONDANGEROUS CARGO IN THE SAME CONTAINER. Copies of the above forms, and preparation instructions will be obtained from the Ordering Office issuing the Delivery Order. Reproduced copies of the forms are acceptable. FAILURE TO INCLUDE DD FORMS 1387 (AND DD FORM 1387-2, IF APPLICABLE) ON EACH SHIPPING CONTAINER WILL RESULT IN REJECTION OF SHIPMENT BY THE PORT TRANSPORTATION OFFICER. E -FSS -521-D INSPECTION (MAY 2000) Inspection of all purchases under this contract will be made at destination by an authorized Government representative. E -FSS -522 INSPECTION AT DESTINATION (MAR 1996) (a) Inspection by the Government. It is anticipated that the supplies purchased under this contract will be inspected at destination by the Government to ensure conformance with technical requirements as specified herein. (b) Responsibilily for Rejected Supplies. If, after due notice of rejection, the Contractor fails to remove or provide instructions for the removal of rejected supplies 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 any other remedies which may be available under this contract; the supplies may be stored for the Contractor's account or 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. (c) Additional Costs for Inspection and Testing. When prior rejection makes reinspection or retesting necessary, the following charges are applicable. When inspection or testing is performed by or under the direction of GSA, charges will be at the rate of $22.00 per man-hour or fraction thereof if the inspection is at a GSA distribution center; $26.00 per man-hour or fraction thereof, plus travel costs incurred, if the inspection is at another location; and $26.00 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 -FSS -202-F DELIVERY PRICES (APR 1984) Page: 162 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Prices offered must cover delivery to destinations as provided below: (a) Direct delivery to consignee. F.o.b. inland point, country of importation (FAR 52.247-39). (Offeror to indicate countries where direct delivery will be provided.) Table - Direct Delivery to Consignee Geographic area(s)/Countries/Zones to overseas assembly point for delivery is not covered under paragraph (a), above. Table - Delivery to Overseas Assembly Point for Trans -shipment Geographic area(s)/Countries/Zones (c) Delivery to the overseas port of entry when delivery is not covered under paragraphs (a) or (b), above. Offerors are requested to furnish below the geographic area(s)/countries/zones which are intended to be covered. Table - Delivery to Overseas - other than (a) or (b) Geographic area(s)/Countries/Zones F -FSS -202-G DELIVERY PRICES (JAN 1994) (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 (a) place the notation "Delivery Service Requested" on bills of lading covering such shipments, and (b) 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)( t), above. (3) Delivery to the freight station nearest destination when delivery is not covered under paragraph (a)(1) or (a)(2), above. (b) The offeror is requested to indicate below whether or not prices submitted cover delivery f.o.b. destination in Alaska, Hawaii, and the Commonwealth of Puerto Rico. (Yes) (No) Page: 163 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Alaska Hawaii 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. (d) Ordering offices will be required to pay differential between freight charges and express charges where express deliveries are desired by the Government. F -FSS -230 DELIVERIES TO THE U.S. POSTAL SERVICE (JAN 1994) (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. F -FSS -244-B ADDITIONAL SERVICE CHARGE FOR DELIVERY WITHIN CONSIGNEE'S PREMISES (MAY 2000) (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 pricelist. (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 Page: 164 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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. Table - Additional Service Charge for a Delivery within Consignee's Premises ITEMS (NSN's or Special Item Numbers or ADDITIONAL CHARGES (Per shipping container) Descriptive Name of Articles) for "Delivery Within Consignee's Premises" F -FSS -736-A EXPORT TRAFFIC RELEASE (OCT 1988) 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. F -FSS -772 CARLOAD SHIPMENTS (APR 1984) When shipment is to be made by rail, to one destination, of a carload quantity which includes an item or items the overall length of which when packed and/or palletized, is 60 inches or over, the Contractor shall, when ordering cars, specify that, if available, double -door rail cars be furnished. This provision is intended solely to facilitate unloading by forklift truck at destination. Under no circumstances should scheduled shipment be delayed due to nonavailability of double -door cars. G -FSS -900-C CONTACT FOR CONTRACT ADMINISTRATION (JUL 2003) Offerors should complete paragraphs (a) and (b) if providing both domestic and overseas delivery. Complete paragraph (a) if providing domestic delivery only. Complete paragraph (b) 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 552.238-74, Industrial Funding Fee and Sales Reporting (JUL 2003), 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 Page: 165 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 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 customer agencies. (Also, see the requirement in I -FSS -594, 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 G -FSS -906 VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAS) (JAN 1999) (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 customers under a Blanket Purchase Agreement. G -FSS -907 ORDER ACKNOWLEDGEMENT (APR 1984) Contractors shall acknowledge only those orders which state "Order Acknowledgement Required." These orders shall be acknowledged within 10 days after receipt. Such acknowledgement shall be sent to the activity placing the order and contain information pertinent to the order, including the anticipated delivery date. G -FSS -910 DELIVERIES BEYOND THE CONTRACTUAL PERIOD—PLACING OF ORDERS (OCT 1988) In accordance with the Scope of Contract clause, this contract covers all requirements that may be ordered, as distinguished from delivered during the contract tern. This is for the purpose of providing continuity of Page: 166 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X supply by permitting ordering activities to place orders as requirements arise in the normal course of supply operations. Accordingly, any order mailed (or received, if forwarded by other 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. I -FSS -103 SCOPE OF CONTRACT—WORLDWIDE (JUL 2002) (a) This solicitation is issued to establish contracts which may be used as sources of supplies or services described herein for domestic and/or overseas delivery. (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. (Refer to clause I -FSS -108, Clauses for Overseas Coverage.) _ Contractor will provide overseas delivery only. (Refer to clause I -FSS -108, Clauses for Overseas Coverage.) Contractor will provide domestic delivery only. (d) Resultant contracts may be used on a nonmandatory basis by the following activities: Executive agencies; other Federal agencies, mixed -ownership Government corporations, and the District of Columbia; Government contractors authorized in writing by a Federal agency pursuant to 48 CFR 51.1; and other activities and organizations authorized by statute or regulation to use GSA as a source of supply. U.S. territories are domestic delivery points for purposes of this contract. (Questions regarding activities authorized to use this schedule should be directed to the Contracting Officer.) (e) (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 of the Federal Government; however, the Contractor is encouraged to accept orders from such Federal activities. If the Contractor elects to accept such an order, all provisions of the contract shall apply, including clause 552.232-77, Payment by Govemmentwide Commercial Purchase Card (Alternate I). If the Contractor is unwilling to accept such an order, and the proposed method of payment is not through the Purchase 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 an order, and the proposed method of payment is through the Purchase Card, the Contractor must so advise the ordering agency within 24 hours of receipt of order. (Reference clause 552.232-77, Payment by Governmentwide Commercial Purchase Card (Alternate I)). Failure to return an order or advise the ordering agency within the time frames above shall constitute acceptance whereupon all provisions of the contract shall apply. (f) The Government is obligated to purchase under each resultant contract a guaranteed minimum as specified in the clause I -FSS -106, Guaranteed Minimum, contained elsewhere in this contract. 1 -FSS -106 GUARANTEED MINIMUM (NOV 2018) Page: 167 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X The 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. (a) Payment of any amount due under this clause shall be contingent upon the Contractor's timely submission of GSA Form 72A reports via the FAS Sales Reporting Portal (see GSAR 552.238-74 "Industrial Funding Fee and Sales Reporting") during the period of the contract and receipt of the close-out sales report pursuant to GSAR 552.238-74. (b) 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. I -FSS -108 CLAUSES FOR OVERSEAS COVERAGE (MAY 2000) The following clauses apply to overseas coverage. 52.214-34 Submission of Offers in the English Language 52.214-35 Submission of Offers in U.S. Currency 52.247-34 FOB Destination 52.247-38 FOB Inland Carrier, Country of Exportation 52.247-39 FOB Inland Point, Country of Importation C-FSS412 Characteristics of Electric Current D -FSS -471 Marking and Documentation Requirements Per Shipment D -FSS -477 Transshipments F -FSS -202-F Delivery Prices I -FSS -314 Foreign Taxes and Duties I -FSS -594 Parts and Service I -FSS -109 ENGLISH LANGUAGE AND U.S. DOLLAR REQUIREMENTS (MAR 1998) (a) All documents produced by the Contractor to fulfill requirements of this contract including, but not limited to, Federal Supply Schedule catalogs and pricelists, 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. I -FSS -140-B URGENT REQUIREMENTS (JAN 1994) When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency, agencies are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering agency, 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. I -FSS -163 OPTION TO EXTEND THE TERM OF THE CONTRACT (EVERGREEN) (APR 2000) (a) The Government may require continued performance of this contract for an additional 5 year period when it is determined that exercising the option is advantageous to the Government considering price Page: 168 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X and other factors.. The option clause may not be exercised more than three times. When the option to extend the term of this contract is exercised the following conditions are applicable: (1) It is determined that exercising the option is advantageous to the Government considering price and the other factors covered in (2 through 4 below). (2) The Contractor's electronic catalog/pricelist has been received, approved, posted, and kept current on GSA Advantage!® in accordance with clause I -FSS -600, Contract Price Lists. (3) Performance has been acceptable under the contract. (4) Subcontracting goals have been reviewed and approved. (b) The Contracting Officer may exercise the option by providing a written notice to the Contractor within 30 days, unless otherwise noted, prior to the expiration of the contract or option. (c) When the Government exercises its option to extend the term of this contract, prices in effect at the time the option is exercised will remain in effect during the option period, unless an adjustment is made in accordance with another contract clause (e.g., Economic Price Adjustment Clause or Price Reduction Clause). I -FSS -314 FOREIGN TAXES AND DUTIES (DEC 1990) Prices offered must be net, delivered, f.o.b. to the destinations accepted by the Government. (a) The offeror 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. The offeror further warrants that any applicable taxes duties, customs fees, other Government costs, assessments or similar charges from which the U.S. Government is not exempt are included in the prices quoted and that such prices are not subject to increases for any such charges applicable at the time of acceptance of this offer by the Government. (b) Standard commercial export packaging, including containerization, if necessary, packaging, preservation, marking are included in the pricing offered and accepted by the Government. I -FSS -40 CONTRACTOR TEAM ARRANGEMENTS (JUL 2003) Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with contract clause 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract. I -FSS -50 PERFORMANCE REPORTING REQUIREMENTS (FEB 1995) (a) This clause applies to all contracts estimated to exceed $100,000. (b) Unless notified otherwise in writing by the Contracting Officer, the Contractor may assume contract performance is satisfactory. (c) If negative performance information is submitted by customer agencies, the Contracting Officer will notify the Contractor in writing and provide copies of any complaints received. The Contractor will have 30 calendar days from receipt of this notification to submit a rebuttal and/or a report of corrective actions taken. Page: 169 of 178 Contract Clauses for Solicitation 7FC1-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X I -FSS -546 GUARANTEE (APR 1984) The Contractor guarantees the equipment furnished will be free from defects in material and workmanship for a period of not less than 1 year from date of delivery. All parts found defective within that period shall be replaced, with the cost of replacement, including shipping charges, to be bome by the Contractor. Under no circumstances will any equipment covered by this guarantee be returned without (a) advance written notice to the Contractor, or (b) obtaining shipping instructions from the Contractor. I -FSS -594 PARTS AND SERVICE (OCT 1988) (1) For equipment under items listed in the schedule of items or services on which offers are submitted, the offeror certifies by submission of this offer that parts and services (including the performing of warranty or guarantee service) are now available from dealers or distributors serving the areas of ultimate overseas destination or that such facilities will be established and will be maintained throughout the contract period. If a new servicing facility is to be established, the facility shall be established no later than the beginning of the contract period. (2) 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. (3) Offerors are requested to include in the pricelist, 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. AND SERVICE POINT It is desired to have available means for maintaining Government-owned items in satisfactory operating condition and to receive service at least as good as that extended to commercial customers. Note: Regulation I -FSS -594 THIS CLAUSE APPLIES TO OVERSEAS DELIVERY I -FSS -597 GSA ADVANTAGE! ® (OCT 2014) (a) The Contractor must participate in the GSA Advantage! ® online shopping service. Information and instructions regarding contractor participation are contained in clause I -FSS -599, Electronic Commerce. (b) The Contractor also should refer to contract clauses 552.238-71, Submission and Distribution of Authorized GSA Schedule Pricelists (which provides for submission of pricelists on a common -use electronic medium), I -FSS -600, Contract Pricelists (which provides information on electronic contract data), and 552.238-81, Modifications (Federal Supply Schedule), (which addresses electronic file updates). Page: 170 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X I -FSS -599 ELECTRONIC COMMERCE—FACNET (APRIL 2018) (a) General Background. The Federal Acquisition Streamlining Act (FASA) of 1994 establishes the Federal Acquisition Computer Network (FACNET) requiring the Government to evolve its acquisition process from one driven by paperwork into an expedited process based on electronic commerce/electronic data interchange (EC/EDI). EC/EDI means more than merely automating manual processes and eliminating paper transactions. It can and will help to move business processes (e.g., procurement, finance, logistics, etc.) into a fully electronic environment and fundamentally change the way organizations operate. (b) Trading Partners and Value -Added Networks (VAN's). Within the FACNET 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) and there are some instances where direct connections may be offered as an alternative. EDI can be done 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 your VAN only provides communications services, you may also need a software translation package. (c) Registration Instructions. DOD will require Contractors to register as trading partners to do business with the Government. This policy can be reviewed via the INTERNET at http://www.defenselink.mil/releases/ 1999/bO3O l l999_btO79-99.html. A central repository of all trading partners, called the System of Award Management (SAM), has been developed and is available at SAM.gov. All Government procuring offices and other interested parties will have access to this central repository. The database is structured to identify the types of data elements which are public information and those which are confidential and not releasable. To register, contractors must provide their Dun and Bradstreet (DUNS) number. The DUNS number is available by calling 1(800)333-0505. It is provided and maintained free of charge and only takes a few minutes to obtain. Contractors will need to provide their Tax Identification Number (TIN). The TIN is assigned by the Internal Revenue Service by calling 1(800)829-1040. Contractors will also be required to provide information about company bank or financial institution for electronic funds transfer (EFT). (d) Implementation Conventions. All EDI transactions must comply with the Federal Implementation Conventions (IC's). Many VAN's and software providers have already built the IC requirements into their products. If you need to see the IC's, they 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. IC's are available for common business documents such as Purchase Order, Price Sales Catalog, Invoice, Request for Quotes, etc. (e) Additional Information. Several resources are available to vendors to assist in implementing EC/EDI: (1) Electronic Commerce Resource Centers (ECRC's) are a network of U.S. Government-sponsored centers that provide EC/EDI training and support to the contractor community. They are found in over a dozen locations around the country. (2) Procurement Technical Assistance Centers (PTAC's) and Small Business Development Page: 171 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Centers (SBDC's) provide management assistance to small business owners. Each state has several locations. (3) Most major US cities have an EDI user group of companies who meet periodically to share information on EDI -related subjects. (f) GSA Advantage! (1) GSA Advantage! ® will use EC/ECI to receive catalogs, and text messages; and to send purchase orders, application advice, and functional acknowledgments and other transactions as needed. GSA Advantage! ® enables customers to: (i) Perform database searches across all contracts by manufacturer; manufacturer's model/part number; vendor; and generic product categories. (ii) Generate their own EDI delivery orders to contractors, generate EDI delivery orders from the Federal Acquisition Services (FAS) to contractors, or download files to create their own delivery orders. (iii) Use the Federal IMPAC VISA. (2) GSA Advantage!® may be accessed via the GSA Home Page. The INTERNET address is: https://gsaadvantage.gsa.gov. I -FSS -60 PERFORMANCE INCENTIVES (APR 2000) (a) Performance incentives may be agreed upon between the contractor and the ordering office on individual orders or Blanket Purchase Agreements under this contract in accordance with this clause. (b) The ordering office must establish a maximum performance incentive price for these services and/or total solutions, on individual orders or Blanket Purchase Agreements. (c) Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering offices shall consider establishing incentives where performance is critical to the agency's mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. (Note: This is an FSS reproduction using word processing software) STANDARD FORM 1449 (10-95) (BACK) I -FSS -600 CONTRACT PRICE LISTS (OCT 2016) (a) Electronic Contract Data. (1) At the time of award, the Contractor will be provided instructions for submitting electronic contract data in a prescribed electronic format as required by clause 552.238-71, Submission and Distribution of Authorized FSS Schedule 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 on-line access to contract ordering information, terms and conditions, up-to-date 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 clause I -FSS -597, GSA Page: 172 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Advantage! ® for further information. (3) Further details on EDI, ICs, and GSA Advantage! ® can be found in clause I -FSS -599, Electronic Commerce. (4) The Contractor is encouraged to place the GSA identifier (logo) on their web site for those supplies or services covered by this contract. The logo can link to the contractor's Federal Supply Schedule price list. The identifier URL is located at h!W://www,gsa.gov/logos. All resultant "web price lists" shown on the contractor's web site must be in accordance with section (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 up to date; e.g., prices, product deletions and replacements, etc. (b) Federal Supply Schedule Price Lists. (1) The Contractor must also prepare and distribute a Federal Supply Schedule Price List as required by clause 552.238-71, Submission and Distribution of Authorized FSS Schedule Price Lists. This must be done as set forth in this paragraph (b). (2) The Contractor must prepare a Federal Supply Schedule Price List by either: (i) Using the commercial catalog, price list, schedule, or other document as accepted by the Government, showing accepted discounts, and obliterating all items, terms, and conditions not accepted by the Government by lining out those items or by a stamp across the face of the item stating "NOT UNDER CONTRACT" or "EXCLUDED'; or (ii) 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 less discounts accepted by the Government. In this instance, the Contractor must show on the cover page the notation "Prices Shown Herein are Net (discount deducted)". (3) The cover page of the Federal Supply Schedule Price List must include the following information prepared in the format set forth in this subparagraph (b)(3): (i) GENERAL SERVICES ADMINISTRATION Federal Supply Service Authorized Federal Supply Schedule Price List On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu -driven database system. The INTERNET address GSA Advantage!® is: 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 number For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov. Contract period. Contractor's name, address, and phone number (include toll-free WATS number and FAX number, if applicable) Contractor's internet address/web site where schedule information can be found (as applicable). Contract administration source (if different from preceding entry). Page: 173 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X Business size. (ii) 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 Federal Supply Schedule Price List, a table of contents must be shown on the cover page that refers to the exact location of the information. la. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s). lb. 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, or any other concession affecting price. Those 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. lc. 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. 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. Note: Prompt payment terms must be followed by the statement "Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions." 9a. Notification that Government purchase cards are accepted at or below the micro -purchase threshold. 9b. Notification whether Government purchase cards are accepted or not accepted above the micro -purchase threshold. 10. Foreign items (list items by country of origin). I la. Time of delivery. (Contractor insert number of days.) I lb. Expedited Delivery. The Contractor will 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 price lists that have expedited delivery. I Ic. Overnight and 2 -day delivery. The Contractor will indicate whether overnight and 2 -day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2 -day delivery. Page: 174 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X 11 d. Urgent Requirements. The Contractor will note in its price list the "Urgent Requirements" clause of its contract and advise agencies that they can also contact the Contractor's representative to effect a faster delivery. 12. F.O.B. point(s). 13a. Ordering address(es). 13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3. 14. Payment address(es). 15. Warranty provision. 16. Export packing charges, if applicable. 17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro -purchase level). 18. Terms and conditions of rental, maintenance, and repair (if applicable). 19. Terms and conditions of installation (if applicable). 20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). 20a. Terms and conditions for any other services (if applicable). 21. List of service and distribution points (if applicable). 22. List of participating dealers (if applicable). 23. Preventive maintenance (if applicable). 24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). 24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor's website or other location.) The EIT standards can be found at: www.Section508.gov/. 25. Data Universal Number System (DUNS) number. 26. Notification regarding registration in System for Award Management (SAM) database. (4) Amendments to Federal Supply Schedule Price Lists must include on the cover page the same information as the basic document 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. NOTE: The obliteration discussed in subdivision (b)(2)(i) of this clause must be accomplished prior to the printing and distribution of the Federal Supply Schedule Price Lists. Page: 175 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (6) Inclusion of incorrect information will cause the Contractor to resubmit/correct and redistribute the Federal Supply Schedule Price List, and may constitute sufficient cause for Cancellation, applying the provisions of 552.212-4, Contract Terms and Conditions (paragraph (m), Termination for Cause), and application of any other remedies as provided by law—including monetary recovery. (7) In addition, one copy of the Federal Supply Schedule Price List must be submitted to the National Customer Service Center at: Email: NCSCCustomer.ServiceQgsa.eov U.S. General Services Administration The Heartland Region, Region 6 2300 Main St., Kansas City, MO 64108 I -FSS -639 CONTRACT SALES CRITERIA (MAR 2002) (a) A contract will not be awarded unless anticipated sales are expected to exceed $25,000 within the first 24 months following contract award, and are expected to exceed $25,000 in sales each 12 -month period thereafter. (b) The Government may cancel the contract in accordance with clause 552.238-73, Cancellation, unless reported sales are at the levels specified in paragraph (a) above. I -FSS -644 DEALERS AND SUPPLIERS (OCT 1988) When requested by the Contracting Officer, if other than the manufacturer, the offeror must submit prior to award of a contract, either (1) a letter of commitment from the manufacturer which will assure the offeror of a source of supply sufficient to satisfy the Government's requirements for the contract period, OR (2) evidence that the offeror will have an uninterrupted source of supply from which to satisfy the Government's requirements for the contract period. I -FSS -646 BLANKET PURCHASE AGREEMENTS (MAY 2000) Blanket Purchase Agreements (BPA's) can reduce costs and save time because individual orders and invoices are not required for each procurement but can instead be documented on a consolidated basis. The Contractor agrees to enter into BPA's with ordering activities provided that: (a) The period of time covered by such agreements shall not exceed the period of the contract including option year period(s); (b) Orders placed under such agreements shall be issued in accordance with all applicable regulations and the terms and conditions of the contract; and (c) BPAs may be established to obtain the maximum discount (lowest net price) available in those schedule contracts containing volume or quantity discount arrangements. 1 -FSS -680 DISSEMINATION OF INFORMATION BY CONTRACTOR (APR 1984) The Government will provide the Contractor with a single copy of the resulting Federal Supply Schedule. 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. I -FSS -965 INTERPRETATION OF CONTRACT REQUIREMENTS Page: 176 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (APR 1984) 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. 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. (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. Page: 177 of 178 Contract Clauses for Solicitation 7FCI-F8-030056-B Refresh Number 38 Contract Number: GS -07F -0401X (4) In any contract period during which price increases will be considered, the aggregate of the incrdases during any 12 -month period shall not exceed TBD percent (TBD%) 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. (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. Page: 178 of 178 Account 0206511390001 41014 Firm Purcell Murray Company Street 1744 Rollins Rd Locations Burlingame, CA 94010 Owner Purcell Murray Company Inc Mail Addr 1744 Rollins Rd NAICS Burlingame, CA 94010 Closeout Date GEO Areas District Office BH Start Date 8/1/1981 Locations 1 Type 82 - Contractors Ownership Corporation NAICS 4237 - Hardware, and Plumbing and Hey Basis QP - Prepay Quarterly Allocation Summary 0005 (Rollins Road) Sap1 (East Of California Dr) Allocation Detail Qtr 3rd Sales Quarter 4th Sales Quarter 1st Sales Quarter 2nd Sales Quarter Fiscal Year FY Adj. Reg. Total Adj. Reg. Total Adj. Reg. Total Adj. Reg_ Total Total 19/20 18/19 55,074 55,074 0 43,757 43,757 QP 65,701 65,701 60,244 60,244 55,074 169,702 Allocation Detail Qtr RP Basis Trans. A/R Dates Date Received Period In Lieu In Lieu Amt Agency Amt Q319 Q3/2019 QP RP 07/2019 - 09/2019 10/24/2019 0.00 19,968.01 Q319 Q3/2019 QP RP 07/2019 - 09/2019 9/18/2019 0 0o rn rn rn C! C7 Ci 0.00 18,741.18 Q319 Q3/2019 QP RP 07/2019 - 09/2019 8/19/2019 0.00 16,364.97 0219 Q2/2019 QP RP 04/2019 - 06/2019 5/23/2019 0.00 23,951.88 Q219 Q2/2019 QP RP 04/2019 - 06/2019 6/18/2019 0.00 21,394.59 Q219 Q2/2019 QP RP 04/2019 - 06/2019 7/17/2019 0.00 14,897.74 Q119 Q1/2019 QP RP 01/2019 - 03/2019 3/22/2019 0.00 24,642.03 Q119 Q1/2019 QP RP 01/2019 - 03/2019 4/29/2019 0.00 23,376.66 Q119 Q1/2019 QP RP 01/2019 - 03/2019 2/19/2019 0.00 17,681.94 0418 Q4/2018 QP RP 10/2018 - 12/2018 11/19/2018 0.00 16,799.65 Q418 Q4/2018 QP RP 10/2018 - 12/2018 12/4/2018 0.00 14,633.76 Q418 Q4/2018 QP RP 10/2018 - 12/2018 1/31/2019 0.00 12,323.30 0418 Q4/2018 QP OT 10/2018-12/2018 1/31/2019 0.00 0.37 Trend Line 12/12/2019 9:06 am 80,000 60,000 40,000 20,000 0 0o rn rn rn C! C7 Ci 12/12/2019 9:06 am Mobile Modular Management Corporation Lease Quotation and Agreement 5700 Las Positas Road Quotation Number: 288228 mobile Livermore, CA 94551 Customer PO/Ref: modular,. Phone: (925) 606-9000 Date of Quote: 12/06/2019 Fax: (925) 453-3201 www.mobilemodular.com Term: 24 Months Sign up for the Easy Lease Option (see end of document for details) Customer Information Site Information Mobile Modular Contact Griffin Structures, Inc. Griffin Structures, Inc. Questions? 385 Second Street TBD Contact: Kevin Gibson Laguna Beach, CA 92651 Burlingame, CA Kevin.Gibson@mobilemodular.com Direct Phone: (925) 453-3143 George Sanen George Sanen Fax: (925) 453-3201 gsanen@griffinstructures.com gsanen@griffinstructures.com Phone: (408) 955-0431 Phone: (408) 955-0431 Product Information Qty Monthly Rent Extended Monthly Rent Taxable Office, 12x40 HCD (Iteml104) 1 $489.00 $489.00 Y OpenSize excludes Y towbar. Holding Tank (Non -Potable Water) 1 $1,168.00 $1,168.00 Y 250 gallon water tank with twice a week service. Holding Tank (Waste) 1 $678.00 $678.00 Y 250 gallon waste tank with twice a week service. Ramp, Plan C -3a 1 $174.00 $174.00 Y Double Landing (65SQFT), Ramp Sections (120SQFT) Office, 48x60 HCD (NonStd) 1 $2,309.00 $2,309.00 Y Non -Standard Configuration. Size excludes Y towbar. Holding Tank (Non -Potable Water) 1 $1,168.00 $1,168.00 Y 250 gallon water tank with twice a week service. Holding Tank (Waste) 1 $678.00 $678.00 Y 250 gallon waste tank with twice a week service. Ramp, Plan C -3a 1 $174.00 $174.00 Y Double Landing (65SQFT), Ramp Sections (120SQFT) Office, 12x40 HCD (Item1256) 1 $489.00 $489.00 Y 1 Office.Size excludes Y towbar. Ramp, Plan C -3a 1 $174.00 $174.00 Y Double Landing (65SQFT), Ramp Sections (120SQFT) Office, 48x60 HCD (NonStd) 1 $2,309.00 $2,309.00 Y Non -Standard Configuration. Size excludes Y towbar. Holding Tank (Non -Potable Water) 2 $1,168.00 $2,336.00 Y 250 Gallon Water Tank with twice a week service. Holding Tank (Waste) 2 $678.00 $1,356.00 Y 250 Gallon Waste Tank with twice a week service. Ramp, Plan C -3a 1 $174.00 $174.00 Y Double Landing (65SQFT), Ramp Sections (120SQFT) Charges•• Delivery Qty Charge• One .• - Office, 12x40 HCD (Item1104) Block and Level Building (A3) 1 $190.00 $190.00 N Delivery Haulage 12 wide 1 $588.00 $588.00 N Delivery Haulage Permit 12 wide 1 $101.00 $101.00 N Delivery Haulage Pilot 12 wide 1 $296.00 $296.00 N Drawings,Wet Stamped, Foundation, Standard 1 $480.00 $480.00 N Wet StampedEngineered Install Foundation, Tiedown (Blvl) 14 $108.00 $1,512.00 Y Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com Page 1 8 288228, 12-06-2019 11:15 AM prod of Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: Date of Quote: 12/06/2019 Term: 24 Months mobile modular P. rw,.Hnjec-ow Cmwu n -W Installation, Ramp (Plan C -3a) 1 $1,460.00 $1,460.00 N Installation, Skirting, Wood 104 $19.50 $2,028.00 Y Modifications 1 $8,421.00 $8,421.00 Y Waste Holding Tank Install 1 $574.00 $574.00 N 250 gallon waste tank with once a week service. Water Holding Tank Install 1 $410.00 $410.00 N 250 gallon water tank with once a week service. $16,060.00 Office, 48x60 HCD (NonStd) Block and Level Building (A8) 1 $5,086.00 $5,086.00 N Delivery Haulage 12 wide 4 $522.00 $2,088.00 N Delivery Haulage Permit 12 wide 4 $90.00 $360.00 N Delivery Haulage Pilot 12 wide 4 $263.00 $1,052.00 N Drawings,Wet Stamped, Foundation, Standard 1 $480.00 $480.00 N Wet StampedEngineered Install Foundation, Tiedown (Blvl) 32 $108.00 $3,456.00 Y Installation, Ramp (Plan C -3a) 1 $1,460.00 $1,460.00 N Installation, Skirting, Wood 216 $19.50 $4,212.00 Y Modifications 1 $36,777.00 $36,777.00 Y Waste Holding Tank Install 1 $574.00 $574.00 N 250 gallon waste tank with once a week service. Water Holding Tank Install 1 $410.00 $410.00 N 250 gallon water tank with once a week service. $55,955.00 Office, 12x40 HCD (Item1256) Block and Level Building (A3) 1 $190.00 $190.00 N Delivery Haulage 12 wide 1 $588.00 $588.00 N Delivery Haulage Permit 12 wide 1 $101.00 $101.00 N Delivery Haulage Pilot 12 wide 1 $296.00 $296.00 N Drawings,Wet Stamped,Foundation,Standard 1 $480.00 $480.00 N Wet StampedEngineered Install Foundation, Tiedown (Blvl) 10 $108.00 $1,080.00 Y Installation, Ramp (Plan C -3a) 1 $1,460.00 $1,460.00 N Installation, Skirting, Wood 104 $19.50 $2,028.00 Y Modifications 1 $1,741.00 $1,741.00 Y $7,964.00 Office, 48x60 HCD (NonStd) Block and Level Building (A8) 1 $5,086.00 $5,086.00 N Delivery Haulage 12 wide 4 $522.00 $2,088.00 N Delivery Haulage Permit 12 wide 4 $90.00 $360.00 N Delivery Haulage Pilot 12 wide 4 $263.00 $1,052.00 N Drawings,Wet Stamped, Foundation,Standard 1 $480.00 $480.00 N Wet StampedEngineered Install Foundation, Tiedown (Blvl) 32 $108.00 $3,456.00 Y Installation, Ramp (Plan C -3a) 1 $1,460.00 $1,460.00 N Installation, Skirting, Wood 216 $19.50 $4,212.00 Y Modifications 1 $45,960.00 $45,960.00 Y Waste Holding Tank Install/Removal 2 $574.00 $1,148.00 N Water Holding Tank Install/Removal 2 $410.00 $820.00 N $66,122.00 Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 2 of 8 Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: Date of Quote: 12/06/2019 Term: 24 Months mobile modular wu. vnjec-a,, commas Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 3 of 8 Total $ 146,101.00 Charges •• oty Charge Each TotalOne Taxable Office, 12x40 HCD (Item1104) Cleaning Fee 1 $125.00 $125.00 N Prepare Equipment For Removal (A3) 1 $170.00 $170.00 N Removal, Ramp (Plan C -3a) 1 $1,180.00 $1,180.00 N Removal, Skirting, Wood (Dispose) 104 $6.00 $624.00 N Removal, Tiedown 14 $36.00 $504.00 N Return Haulage 12 wide 1 $588.00 $588.00 N Return Haulage Permit 12 wide 1 $101.00 $101.00 N Return Haulage Pilot 12 wide 1 $296.00 $296.00 N $3,588.00 Office, 48x60 HCD (NonStd) Cleaning Fee 4 $125.00 $500.00 N Prepare Equipment For Removal (A8) 1 $3,363.00 $3,363.00 N Removal, Ramp (Plan C -3a) 1 $1,180.00 $1,180.00 N Removal, Skirting, Wood (Dispose) 216 $6.00 $1,296.00 N Removal, Tiedown 32 $36.00 $1,152.00 N Return Haulage 12 wide 4 $522.00 $2,088.00 N Return Haulage Permit 12 wide 4 $90.00 $360.00 N Return Haulage Pilot 12 wide 4 $263.00 $1,052.00 N $10,991.00 Office, 12x40 HCD (Item1256) Cleaning Fee 1 $125.00 $125.00 N Prepare Equipment For Removal (A3) 1 $170.00 $170.00 N Removal, Ramp (Plan C -3a) 1 $1,180.00 $1,180.00 N Removal, Skirting, Wood (Dispose) 104 $6.00 $624.00 N Removal, Tiedown 10 $36.00 $360.00 N Return Haulage 12 wide 1 $588.00 $588.00 N Return Haulage Permit 12 wide 1 $101.00 $101.00 N Return Haulage Pilot 12 wide 1 $296.00 $296.00 N $3,444.00 Office, 48x60 HCD (NonStd) Cleaning Fee 4 $125.00 $500.00 N Prepare Equipment For Removal (A8) 1 $3,363.00 $3,363.00 N Removal, Ramp (Plan C -3a) 1 $1,188.00 $1,188.00 N Removal, Skirting, Wood (Dispose) 216 $6.00 $1,296.00 N Removal, Tiedown 32 $36.00 $1,152.00 N Return Haulage 12 wide 4 $522.00 $2,088.00 N Return Haulage Permit 12 wide 4 $90.00 $360.00 N Return Haulage Pilot 12 wide 4 $263.00 $1,052.00 N $10,999.00 Total $29,022.00 Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 3 of 8 Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: mobile Date of Quote: 12/06/2019 modular P. Term: 24 Months Yo Fvo.c-0-C-1h.-t Subtotal of Monthly Rent $13,676.00 Personal Property Expense $166.80 Taxes on Monthly Charges $1,315.04 Total Monthly Charges (including tax) $15,157.84 Charges Upon Delivery (including tax) $153,990.30 Charges Upon Return (including tax) $29,022.00 Total One Time Charges (including tax) $183,012.30 Additional Note: ***REVISION #4 - Changed to twice a week service for water and waste service. Changed floor plan on one 12x40 to not have a restroom.***REVISION #3 - Changed from 20 month term to 24 month term. ***REVISION #2 - Added waste and water tanks with once a week service.***REVISION #1 - Added additional modification charges to build custom floor plans.***Steps, piers, and pads . are included. Optional skirting, seismic tie -downs, foundation drawing, and ramps have been quoted. Optional furniture is available at an additional cost. Quote is based on level and accessible site by normal truck delivery. Modification cost on 48x60 units is to upgrade occupancy from a "B" occupancy (office use) to a "A" occupancy (Assembly) since these units will be used for a rec center. Budgetary Quote: Pricing provided is for budgetary purposes only. A revised quotation will be provided once project details are clarified. If you are new to modular buildings and wondering what you need to know about them, please visit www.mobilemodularrents.com and view our FAQ worksheet "Considering Modular Buildings for Your Space Needs?". *Delivery pricing is estimated based on delivery within 50 miles of branch location. Pilots and permits not included and may be required. We look forward to working with you to refine your requirements. Delivery Date: Delivery Date: Delivery date will not be confirmed until Mobile Modular receives and approves the signed Agreement and all credit conditions have been met. Fire Related Items: Unless noted, fire related items (alarms, sprinklers, smoke & heat detectors, and fire -rated walls, etc.) are not included. General: Customer's site must be dry, compacted, level and accessible by normal truck delivery. Pricing does not include any clearing or grading of sites, obstruction removal, site or final building clean up , any asphalt transitions, dolly, crane, forklift, electrical or plumbing connections, window coverings, furniture, casework, appliances, doorstops, phone or data lines, gutters, downspouts or tie-in, temporary power, temporary fencing, traffic control, flagmen, soil and/or pull test, custom engineering, fees associated with inspections, city or county submittals and/or use permits, security screens, door bars and any item not specifically listed as being included. No - Prevailing Wage: Pricing does NOT include prevailing wage, certified payroll, Davis -Bacon wages, or any other labor adjustments. Ramps: Site conditions may affect ramp configuration and cost. Customer is responsible for transition from end of ramp to grade and for extended or custom rails, if needed. Ramp skirting is available for an additional charge. Mobile Modular provides used/refurbished ramps - new ramps are available for purchase only. Restroom buildings: Restrooms are not self-contained. Where applicable, manifolds are shipped loose; assembly and connection are the responsibility of the Customer. Water & sewer stub -out locations may vary. Paper & soap dispensers, sanitary and trash receptacles are not provided. Skirting: Skirting installation & removal is not included unless otherwise noted. When included, it is non-structural, non -fire rated and cosmetic only. Skirting pricing assumes a level site. Support post(s): Please note - this floor plan may have an exposed support post(s) placed on the modline. Tie -downs: Quantity and price may vary based on seismic source factor and site conditions. Patch and repair of site after removal is not included and is the responsibility of the Customer. Alternative non -penetrating seismic system is available for an additional charge. Wet -stamped engineering available for an additional charge. Used building rental: Quotation is for a used or refurbished modular building. There may be variations in wall paneling, flooring, or other exterior and interior finishes. Dimensions are nominal unless otherwise stated. Flooring (VCT): This building ships standard with used VCT in good condition. VCT may have some discoloration or wear). New VCT is available for an additional charge. Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 4 of 8 Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: Date of Quote: 12/06/2019 Term: 24 Months mobile modular P lbw Rojett-ow cammjf—t Office, 48x60 HCD (NonStd) 7 t 4 ` -46 _ F R 47 i �$ l n A ar All drawings and specifications are nominal. Office, 12x40 HCD (Iteml104) 01111111 W-101ill! EU M+AC e•- �1 a` 0 liuix i V Raine 6' Rmmp 6' i (7 R3inp 6' .LRve,I All drawings and specifications are nominal. Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 5 of 8 Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: Date of Quote: 12/06/2019 Term: 24 Months mobile modular . lbws -*a cnmmo-W Office, 48x60 HCD (NonStd) ►fwd l -46 MAC 47 OVAL ., IS MAC :U'I}Camp iLR--' All drawings and specifications are nominal. Office, 12x40 HCD (Item1256) 14VAC s•e� - - -------- TO" Le, ct # Ramp 6' #tit 6` >I AR40-6' Ramp 6' artgi b` Uid .fit` a" All drawings and specifications are nominal. Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 6 of 8 Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: Date of Quote: 12/06/2019 Term: 24 Months mobile modular P ww vrojcvt -Our Comminnent • Quote is valid for 30 days. • A minimum cleaning charge per floor will apply for modular buildings. • Customer's site must be dry, compacted, level and accessible by normal truck delivery. Costs to dolly, crane, forklift, etc. will be paid by customer. Unless noted, prices do not include permits, ramp removal, stairs, foundation systems, foundation system removal, temporary power, skirting, skirting removal, engineering, taxes or utility hookups. • Subject to equipment availability. Unless noted, equipment and related furnishings, finishes, accessories and appliances provided are previously leased and materials, dimensions, and specifications vary. Detailed specifications may be available upon request. For lease transactions, Mobile Modular reserves the right to substitute equal or better equipment prior to delivery without notice. • This transaction is subject to prior credit approval and all terms, conditions, and attachments of MMMC's standard contract. • Security deposit and payment in advance may be required. • Rent will be billed in advance every 30 calendar days. • Sales Tax will be calculated based on the tax rate at the time of invoicing. • Unless otherwise noted, prices do not include prevailing wages, Davis -Bacon wages, or other special or certified wages. Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. 288228, 12-06-2019 11:15 AM prod www.mobilemodular.com Page 7 of 8 Lease Quotation and Agreement Quotation Number: 288228 Customer PO/Ref: Date of Quote: 12/06/2019 Term: 24 Months mobile modular P Y_ PmJe&—Our C=mibnent Getting your modular building on its way has never been easier... and faster. With Mobile Modular Easy Lease you can convert your Lease Quotation directly into a Lease Agreement by signing below. It's as easy as 1, 2, 3, 4. Once we receive your signed Easy Lease option, we'll finalize your building details and get your project on its way. 1. Review and acknowledge agreement. This Quotation is subject to Mobile Modular Management Corporation, a California corporation, herein known as lessor (the "Lessor") credit approval of Customer, herein known as lessee (the "Lessee"). Lessor does not warrant that the equipment meets any local or state code not specifically listed herein. Equipment is subject to availability. By signing below, customer accepts the terms of this quotation including prices and specifications, and instructs Lessor to make appropriate arrangements for the preparation and delivery of the Equipment identified herein, and agrees that such signature constitutes customer's acceptance of and agreement to the Lessor's Lease. Such lease, and customer's agreement thereto, is subject to Lessor's standard terms and conditions located on the Lessor's web site at (www.mobilemodular.com/contractterms) which are incorporated by reference herein. Customer may request a copy of the terms and conditions from Lessor. If customer has previously executed a master agreement with Lessor, those terms and conditions shall govern the transaction. Such terms and conditions are incorporated as if fully set forth herein. No alterations, additions, exceptions, or changes to any Quotation or Agreement made by Lessee shall be effective against Lessor, whether made hereon, contained in any printed form of Lease or elsewhere, unless accepted in writing by Lessor. Any customer purchase order or other customer -provided document purporting to replace, supersede or supplement the terms and conditions of the Lessor's Lease shall carry no force or effect except as an instrument of billing. Lessor: Mobile Modular Management Corporation By: Name: Title: Date: 2. Request your delivery date. Lessee: Griffin Structures, Inc. Signature: Print Name: Title: Date: Requested delivery date: Please note: For modular buildings, as a "rule of thumb" allow one day per module to accommodate for set up after delivery. We will attempt to meet your desired date. However, the date is subject to change based on equipment availability and readiness and must be confirmed by a Mobile Modular representative. 3. Insurance value. Prior to the scheduled delivery, please send, or have your insurance company send, a certificate of insurance referencing the Quotation number shown above. We require General Liability coverage in the amount of 1,000,000.00 per occurrence listing Mobile Modular Management Corporation as an additional insured and Property coverage for the value of the leased unit(s) listing Mobile Modular Management Corporation as loss payee. Office, 12x40 HCD (Iteml104) 1 1104 $19,800.00 Office, 48x60 HCD (NonStd) 1 1097 $147,600.00 Office, 12x40 HCD (Iteml256) 1 1256 $21,000.00 Office, 48x60 HCD (NonStd) 1 1097 $147,600.00 4. Tell us how you would like to pay. Cl Bill me on approved credit (you will be sent an invoice for payment as charges are incurred) ❑ Credit card payment (a representative will contact you to obtain the credit card information for billing) Thank you for contacting Mobile Modular. Mobile Modular is a division of McGrath RentCorp. www.mobilemodular.com 288228, 12-06-2019 11:15 AM prod Page 8 of 8 83 LA till x- ---r._ ail �n G) r Q� ©t= � a ro• mmo•-iar. �s•3 e w J C BURLINGAME AVENUE - - - , N \ / AREA OF �r /,. trim-,t =r- I.,PLAN SHEET NO.: BURLINGAME AGENDA NO: 8d STAFF REPORT MEETING DATE: December 16, 2019 To: Honorable Mayor and City Council Date: December 16, 2019 From: Syed Murtuza, Director of Public Works — (650) 558-7230 Subject: Adoption of a Resolution Accepting the Easton Addition Sewer Rehabilitation Project with Citywide Neighborhood Sewer Rehabilitation, Phase 4, City Project No. 84192 RECOMMENDATION Staff recommends that the City Council adopt the attached resolution accepting the Easton Addition Sewer Rehabilitation Project with City -Wide Neighborhood Sewer Rehabilitation, Phase 4, City Project No. 84192, by Casey Construction, Inc., in the amount of $1,309,871. BACKGROUND On March 4, 2019, the City Council awarded the Easton Addition Sewer Rehabilitation Project with Citywide Neighborhood Sewer Rehabilitation, Phase 4, to Casey Construction, Inc., in the amount of $1,282,978. The Easton Addition and Citywide Neighborhood Sewer Rehabilitation Project is part of the overall sanitary sewer improvements in high-priority neighborhood areas identified in the 2010 Wastewater Collection System Master Plan. These areas are known to have high infiltration and inflow of groundwater and storm water into the sanitary sewer system due to the age and dilapidated conditions of the pipelines. Phases 1, 2, and 3 were successfully completed in June 2017, January 2018, and September 2018, respectively. Phase 4 of the project consisted of constructing about 2,288 linear feet of 8 -inch, 10 -inch, 12 -inch, and 21 -inch sanitary sewer pipe in the Easton Addition neighborhood and various citywide neighborhoods using open -cut and trenchless construction methods in the public right-of-way and along easement areas. Other related work included installation and replacement of manholes, cleanouts, and laterals by pipe bursting, or open cut, rehabilitation of manholes, temporary bypass pumping, connecting all laterals, and other related work. DISCUSSION The project construction has been satisfactorily completed in compliance with the plans and specifications. The final construction cost is $1,309,871, which is $26,543 above the awarded contract amount and within the authorized budget contingencies. The increase in construction costs was due to unforeseen field conditions involving the repair of damaged water lines, delays due to 1 Acceptance of the Easton Addition/Citywide Neighborhood December 16, 2019 Sewer Rehabilitation Project, Phase 4, City Project No. 84192 working around traffic loops, unmarked underground gas line, and difficulty with locating laterals along Chula Vista. FISCAL IMPACT The following are the estimated final project expenditures: Construction $1,309,871 Construction Management and Inspection $126,760 Engineering and Administration $52,632 Total $1,489,263 There are adequate funds available in the Capital Improvements budget to cover the estimated final costs. Exhibits: • Resolution • Final Progress Payment • Project Location Map 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME ACCEPTING IMPROVEMENTS — EASTON ADDITION SEWER REHABILITATION PROJECT WITH CITYWIDE NEIGHBORHOOD SEWER REHABILITATION, PHASE 4, BY CASEY CONSTRUCTION, INC. CITY PROJECT NO. 84192 RESOLVED by the CITY COUNCIL of the City of Burlingame, California, which finds, orders, and determines as follows: 1. The Director of Public Works of said City has certified the work done by Casey Construction, Inc., under the terms of its contract with the City dated March 29, 2019, has been completed in accordance with the plans and specifications approved by the City Council and to the satisfaction of the Director of Public Works. 2. Said work is particularly described as City Project No. 84192. 3. Said work is accepted. Donna Colson, Mayor I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 16'h day of December, 2019, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Meaghan Hassel -Shearer, City Clerk CONTRACTOR: Casey Construction ADDRESS: 619 Sylvan Way Emerald Hill Ca, 94062 TELEPHONE: 650-369.1876 ITEM ITEM DESCRIPTION CITY OF BURLINGAME PAYMENT NO. Final EASTON ADDITION SEWER REHABILITATION PHASE 4 CITY PROJECT NO. 84192 ..............»........,..........................................................................,......... UNIT BID UNIT BID : QUANTITY: % PRICE QUANTITY SIZE AMOUNT TO DATE PAID DATE November 1, 2019 FOR THE MONTH OF PURCHASE ORDER # 15133 ........... ....""....... ......................... ..... ,................ .,,,..*........ ...... AMOUNT PREVIOUS AMOUNT TO DATE PAID THIS PMT. 1 : Remove and Replace Sidewalk $15.00: 50.00: SF $ 750.00: 50.00: 100.00% : $ 75u.UU $ rou.uu : S - 2 : Remove and Replace Curb and Gutter $50.00: 20.00: LF $ 1,000.00: 20.00: 100.00% : $ 1,000.00 $ 1,000.00 $ - 3 : Remove and Replace Driveway $20.00: 80.00: SF $ 1,600.00: 80.00: 100.00% : $ 1,600.00 $ 1,600.00 $ - 4 Remove and Replace Valley Gutter $20.00: 60.00: SF $ 1,200.00: 60.00: 100.00% : $ 1,200.00 $ 1,200.00 $ - 5 : Additional Asphalt Surface Repair $200.00: 50.00: TON $ 10,000.00: 50.00: 100.00% : $ 10,000.00 $ 10,000.00 $ - 6 : Final AC Patching $10.00: 14.00: SF $ 140.00 14.00: 100.00% : $ 140.00 $ 140.00 $ - 7 Preconstruction Potholing $1,000.00 8.00: EA $ 8,000.00: 8.D0 : 100.00% : $ 8,000.00 S 8,000.00 $ - GENERAL COMMON ITEMS SUBTOTAL $ 22,690.00 $ 22,690.00 : S 22,690.00 : $ Page 1 of 2 LOCATION A - Cabrillo Ave; Hillside Drive; Cabrillo and Cortez Easements Al NPDES Compliance (not to exceed 1% of Base bid) $3,000.00: 1.00: LS $ 3,000.00: 1.00: 100.00% : $ 3,000.00 $ 3,000.00 $ - A2 : Mobilization and Demobilization (not to exceed 3.5% of Base bid) $21,100.00: 1.00: LS $ 21,100.00: 1.00: 100.00% : $ 21,100.00 $ 21,100.00 $ - A3 : Construction Survey and Site Investigation (not to exceed 3.5% of Base bid) $11,000.00: 1.00: LS $ 11,000.00: 1.00: 100.00% : $ 11,000.00 $ 11,000.00 $ - A4 : Traffic Control $120,600.00: 1.00: LS $ 120,600.00: 1.00: 100.00% : $ 120,600.00 $ 120,600.00 $ - A5 : Realign Water Main and Appurtenances $19,000.00: 2.00: EA $ 38,000.00: 2.00: 100.00% : $ 38,000.00 $ 38,000.00 $ - A6 : Abandon Existing Sanitary Sewer $30.00: 274.00: LF $ 8,220.00: 274.00: 100.00% : $ 8,220.00 $ 8,220.00 $ - A7 : Remove Existing Sanitary Sewer $250.00: 37.00: LF $ 9,250.00: 37.00: 100.00% $ 9,260.00 $ 9,250.00 $ - A8 : New 8' SDR 26 PVC Sanitary Sewer (Open Cut) $350.00: 34.00: LF $ 11,900.00: 34.00: 100.00% $ 11,900.00 $ 11,900.00 $ - A9 : New 10' SDR 26 PVC Sanitary Sewer (Open Cut) $220.00: 362.00: LF $ 79,640.00: 362.00: 100.00% : $ 79,640.00 $ 79,640.00 $ - A10 : New 12" SDR 26 PVC Sanitary Sewer (Open Cut) $350.00: 150.00: LF $ 52,500.00: 150.00: 100.00% $ 52,500.00 $ 52,500.00 $ All N"21" PS 115 PVC Sanitary Sewer (Open Cut) $400.00: 102.00: LF $ 40,800.00: 102.00: 100.00% : $ 40,800.00 $ 40,800.00 $ - Al2 New 10" HDPE SS (HDD) $200.00: 570.00: LF $ 114,000.00: 570.00: 100.00% : $ 114,000.00 $ 114,000.00 $ - A13 Remove and Replace Existing 12" Sanitary Sewer with 12' $300.00: 18.00: $ 5,400.00: 18.00: 100.00% : $ 5,400.00 $ 5,400.00 $ - SDR 26 PVC Sanitary Sewer (Open Cut) LF A14 Remove and Replace Existing 12" Sanitary Sewer with 15' $300.00: 143.00: $ 42,900.00: 143.00: 100.00% : $ 42,900.00 $ 42,900.00 $ - SDR 26 PVC Sanitary Sewer (Open Cut) LF A15 Repave and Replace Existing 15' Sanitary Sewer with 21" PS $300.00: 385.00: $ 115,500.00: 385.00: 100.00% : $ 115,500.00 $ 115,500.00 $ - 115 PVC Sanitary Sewer (Open Cut) LF A16 Post -Construction Television Inspection $6.00: 1,764.00: LF $ 10,684.00: 1764.00: 100.00% : $ 10,584.00 $ 10,584.00 $ - A17 Conned to Existing Sanitary Sewer Manhole $1,000.00: 4.00: EA $ 4,000.00: 4.00: 100.00% : $ 4,000.00 $ 4,000.00 $ - A18 Remove and Replace Existing Frame and Cover with Hinged $1,400.00: 1.00: $ 1,400.00: 1.00: 100.00% : $ 1,400.00 $ 1,400.00 $ - Frame and Cover EA A19 Rehabilitate Existing Manhole and Replace Frame and Cover $6,900.00: 3.00: EA $ 20,700.00: 4.00: 133.33% : $ 27,600.00 $ 27,600.00 $ - A20 New 48" Type 1 Manhole (with or without drop) $9,800.00: 3.00: EA $ 29,400.00: 3.00: 100.00% : $ 29,400.00 $ 29,400.00 $ - A21 New 48" Type 3 Manhole (with or without drop) $12,000.00: 5.00: FA $ 60,000.00: 5.00: 100.00% : $ 60,000.00 $ 60,000.00 $ - A22 Remove Existing Manhole and Replace with New 48" Type 1 $8,000,00 ; 1.00: $ 8,000.00: 1.00: 100.00% : $ 8,000.00 $ 8,000.00 $ - Manhole EA A23 Remove Existing Manhole and Replace with New 48" Type 3 $8,000.00: 3.00: $ 24,000.00: 3.00: 100.00% : $ 24,000.00 $ 24,000.00 $ - Manhole EA A24 Repave Existing Manhole $2,000.00: 1.00: EA $ 2,000.00: 1.00: 100.00% : $ 2,000.00 $ 2,000.00 $ - A24 Install Pipe Stub (5-8 min) and Reconnect Existing Pipes $1,000.00: 9.00: EA $ 9,000.00: 9.00: 100.00% : $ 9,000.00 $ 9,000.110 $ - A26 Traffic Signal Loop Restoration $1,200.00: 5.00: EA $ 6,000.00: 5.00: 100.00% : $ 6,000.00 $ 6,000.00 $ - LOCATION A SUBTOTAL $ 848.894.00 $ 855,794.00 $ 855,794.00 $ Location B - Chula Vista Ave Easement 81 NPDES Compliance (not to exceed 1% of Base bid) $2,000.00: 1.00: LS $ 2,000.00: 1.00: 100.00% : $ 2,000.00 $ 2,000.00 $ - B2 : Mobilization and Demobilization (not to exceed 3.5% of Base bid) $6,000.00: 1.00: LS $ 6,000.00: 1.00: 100.00% : $ 6,00D.00 $ 6,000.00 $ - B3 : Construction Survey and Site Investigation (not to exceed 3.5% of Base bid) $5,000.00: 1.00: LS $ 5,000.00: 1.00: 100.00% : $ 5,000.00 $ 5,000.00 $ - B4 : Traffic Control $4,800.00: 1.00: LS $ 4,800.00: 1.00: 100.00% : $ 4,800.00 $ 4,800.00 $ - B5 Remove and Replace Curb Drain and Inlet $1,500.00: 1.00: EA $ 1,500.00: 1.00: 100.00% $ 1,500.00 $ 1,500.00 $ - B6 : Abandon Existing Sanitary Sewer $50.00: 1,310.00: LF $ 65,500.00: 1310.00: 100.00% : $ 65,500.00 $ 65,500.00 $ - B7 : New 8" PVC (Open Cul) $300.00: 508.00: LF $ 152,400.00: 508.00: 100.00% : $ 152,400.00 $ 152,400.00 $ - B8 : New 10" PVC (Open Cut) $200.00: 16.00: LF $ 3,200.00: 16.00: 100.00% $ 3,200.00 $ 3,200.00 $ - B9 :Post -Construction Television Inspection $6.00: 524.00: LF $ 3,144.00: 524.00: 100.00% $ 3,144.00 $ 3,144.00 $ - B10 : Reconnect to Existing Sanitary Sewer Manhole $2,000.00: 1.00: EA $ 2,000.00: 1.00: 100.00% $ 2,000.00 $ 2,000.00 $ Bit : Abandon Existing Manhole $3,500.00: 1.00: FA $ 3,500.00: 1.00: 100.00% : $ 3,500.00 $ 3,500.00 $ - B12 : Remove Existing Manhole $5,000.00: 1.00: EA $ 5,000.00: 1.00: 100.00% : $ 5,000.00 $ 5,000.00 $ - 813 : New36"Type 1 Manhole $9,000.00: 3.00: EA $ 27,000.00: 2.00: 66.67% $ 18,000.00 $ 18,000.00 $ - B14 New 36" Type 2 Manhole $9,000.00: 1.00: EA $ 9,000.00: 1.00: 100.00% $ 9,000.00 $ 9,000.00 $ - B15 : New 48" Type 1 Manhole $15,000.00: 1.00: FA $ 15,000.00: 1.00: 100.00% : $ 15,000.00 $ 15,000.00 $ - Page 1 of 2 B16 Ni $ 26,542.25 0.00: $ (64,166.40) $ . 0.00: $-__---_-- 26,542.25 $ - $ - $ B17 New 36" Type 1 Manhole and Lateral Extension at Chula Vista $13,200.00: 1.00: $ 13,200.00: 1.00: 100.00% : $ 13,200.00 $ 13,200.00 $ Ste 101*79 EA : NPDES Compliance (not to exceed 1% of Base bid) $1,000.00: 1.00: LS $ 1,000.00: 1.00: 818 , Remove Existing Manhole and Replace with New 36" Type 1 $10,000.00: 1.00: $ $ 10,000.00: 1.00: 100.00% : $ 10,000.00 $ 10,000.00 $ 2,000.00: Manhole 100.00% $ 2,000.00 EA 2,000.00 $ - C3 : Construction Survey and Site Investigation (not to exceed 3.5% of Base bid) $1,000.00: 1.00: B19 : Abandon Existing Sewer Lateral $1,000.00: 8.00: EA $ 8,000.00: 8.D0 : 100.00% : $ 8,000.00 $ 8,000.00 $ B20 : Replace and Extend Existing Sewer Lateral $1,500.00: 7.00: EA $ 10,500.00: 8.00: 114.29% : $ 12,000.00 $ 12,000.00 $ B21 : Replace Existing Sewer Lateral $2,000.00: 10.00: EA $ 20,000.00: 10.00: 100.00% : $ 20,000.00 $ 20,000.00 $ B22 New or Replace Existing Sewer Cleanout $500.00: 17.00: EA $ 8,500.00: 18.00: 105.88% : $ 9,000.00 $ 9,000.00 $ B23 Install Pipe Stub (5.8 min) and Reconnect Existing Pipes $1,000.00: 4.00: EA $ 4,000.00: 4.00: 100.00% : $ 4,000.00 $ 4,000.00 $ DEDUCTIONS: D1 TOTAL DEDUCTIONS PREPARED BY: Severin Ott CHECKED BY: APPROVED BY CITY ENGINEER: APPROVED BY CONSULTANT: DATE HR SUBTOTAL .............. ....................... LESS FIVE (5%) PERCENT RETENTION SUBTOTAL WITHOUT DEDUCTIONS 5% Retention due to Contractor Final Payment Due to Contract "" «................................. $ 1,309,870.25 LOCATION B SUBTOTAL $ 26,542.25 $ (65,493.51) : $ (64,166.40) $ 379244.00 $ 1,219,161.60 $-__---_-- 26,542.25 $ 372.244.00 $ 372,244.00 $ $ ' 1,219,161.60 ------------------ $ 90,708.65 Location C - Drake Ave Easement C1 : NPDES Compliance (not to exceed 1% of Base bid) $1,000.00: 1.00: LS $ 1,000.00: 1.00: 100.00% $ 1,000.00 $ 1,000.00 $ - C2 : Mobilization and Demobilization (not to exceed 3.5% of Base bid) $2,000.00: 1.00: LS $ 2,000.00: 1.00: 100.00% $ 2,000.00 $ 2,000.00 $ - C3 : Construction Survey and Site Investigation (not to exceed 3.5% of Base bid) $1,000.00: 1.00: LS $ 1,000.00: 1.00: 100.00% : $ 1,000.00 $ 1,00D.00 $ - C4 :Traffic Control $1,000.00: 1.00: LS $ 1,000.00: 1.00: 100.00% $ 1,000.00 $ 1,000.00 $ - 05 C6 New 4" SDR 26 PVC (Open Cut) : Post -Construction Television Inspection $500.00: $100.00: 16.00: 16.00: LF LF $ $ 8,000.00: 1,600.00: 16.00: 16.00: 100,00% : 100.00% $ 8,000.00 $ 1,600.00 $ $ 8,000.00 1,600.00 $ $ - - C7 New 36" Type 1 Manhole $14,000.00: 1.00: EA $ 14,000.00: 1.00: 100.00% : $ 14,000.00 $ 14,000.00 $ - C8 C9 Plug Existing Sewer Main New or Replace Existing 4" Sewer Cleanout $500.00: $1,000.00: 2.00: 1.00: EA EA $ $ 1,000.00: 1,000.00: 2.00: 1.00: 100.00% : 100.00% : $ 1,000.00 $ 1,000.00 $ $ 1,000.00 1,000.00 $ $ - - C10 : Reconnect to Existing Sanitary Sewer Manhole $2,000.00: 1.00: EA $ 2,000.00: 1.00: 100.00% : $ 2,000.00 S 2,000.00 $ - LOCATION C SUBTOTAL $ 32,600.00 $ 32,600.00 $ 32,600.00 $ PROJECTTOTAL $ 1,283,428.00 1.283.328.00 $ 1,283,328.00 $ - CHANGE ORDERS CCO UNIT CCO UNIT BID : QUANTITY: % AMOUNT PREVIOUS AMOUNT # DESCRIPTION .».« «........»...............«......»».« PRICE QUANTITY . SIZE »........... «..«....»........».« AMOUNT TO DATE : .»....«..............................« PAID TO DATE PAID THIS PMT. ....C�...............................P ..................«...............»...........»................................. . Additional Time To Expose Watermain $ 6,720.55 1 LS $ 6,720.55: 0.00% : $ 6,720.55 $ $ 6,720.55 C07 : Additional for Delay and Working under Traffic Loops $ 10,395.96 1 LS $ 10,395.96: 0.00% $ 10,395.96 $ - $ 10,395.96 C08 : Additional For Delay Due to Unmarked Gas Une $ 6,209.76 1 LS $ 6,209.76: 0.00% : $ 6,209.76 $ - $ 6,209.76 C09 Lateral for 1116 Chula Vista $ 3,215.98 1 LS $ 3,215.98: 0.00% $ 3,215.98 $ - $ 3,215.98 CHANGE ORDERS TOTAL $ 26,542.25 $ 26,542.25 $ $ 26.542.25 DEDUCTIONS: D1 TOTAL DEDUCTIONS PREPARED BY: Severin Ott CHECKED BY: APPROVED BY CITY ENGINEER: APPROVED BY CONSULTANT: DATE HR SUBTOTAL .............. ....................... LESS FIVE (5%) PERCENT RETENTION SUBTOTAL WITHOUT DEDUCTIONS 5% Retention due to Contractor Final Payment Due to Contract "" «................................. $ 1,309,870.25 $ 1,283,328.00 $ 26,542.25 $ (65,493.51) : $ (64,166.40) $ 1,244,376.74 $ 1,219,161.60 $-__---_-- 26,542.25 $ - $ - $ 64,166.40 $ 1,244,376.74 $ ' 1,219,161.60 ------------------ $ 90,708.65 Page 2 of 2 BURL AGENDA NO: 8e STAFF REPORT i MEETING DATE: To: Honorable Mayor and City Council Date: December 16, 2019 From: Carol Augustine, Finance Director — (650) 558-7222 December 16, 2019 Subject: Acceptance of the Comprehensive Annual Financial Report for the Year Ended June 30, 2019 RECOMMENDATION Staff recommends that the City Council accept the Comprehensive Annual Financial Report (CAFR) for the fiscal year 2018-19. BACKGROUND Following the close of each fiscal year, the City's external auditors conduct an audit of the City's financial records and assist in the compilation of the Comprehensive Annual Financial Report (CAFR). The paramount objective of general purpose external financial reporting is accountability. The goal of a financial statement audit is to provide users with a reasonable assurance from an independent source that the information presented in the statements is reliable. The audit for the fiscal year ended June 30, 2019 was just recently completed. nisr_i mginm The 2018-19 fiscal year audit is the fourth annual audit performed by Maze & Associates as the City's external auditors. The firm conducts their audits in accordance with generally accepted auditing standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. The standards require that the auditors plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. On a sample basis, they examine evidence supporting the amounts and disclosures in the financial statements. The audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall basic financial statement presentation. The auditor's unmodified ("clean") opinion is presented as the first item in the financial section of the CAFR (page 1). In accordance with Government Auditing Standards, the auditors also issue a report of recommendations to City management identifying any areas for improvement in the City's internal control over financial reporting. The City's Audit Committee, currently comprised of Mayor Donna Colson and Councilmember Ricardo Ortiz, met with staff and the auditors on November 22nd to discuss the audit reports, results, and recommendations. 1 Comprehensive Annual Financial Report 2018-19 December 16, 2019 The City participates in the CAFR award program administered by the Government Finance Officers Association (GFOA), and has been successful in obtaining the award each fiscal year beginning in 1989-90. Staff intends to submit the City's FY 2018-19 CAFR to the GFOA program and is confident that the report will again merit the GFOA Certificate of Achievement for Excellence in Financial Reporting. The FY 2018-19 CAFR is posted to the City's website (Finance Department web page) at 2018-19 CAFR. Manaaement's Discussion and Analvsis Governmental Accounting Standards require a Management's Discussion and Analysis (referred to as MD&A) to be included with the audited financial statements, with the intent of giving readers an objective and easily readable analysis of the City's financial performance for the year. The MD&A includes a discussion of the basic financial statements, some condensed financial information, an analysis of the City's financial position, and results of operations on both a City- wide and Fund basis. The Management's Discussion and Analysis begins on page 5 of the CAFR. As noted in the document, the financial standing of the City remains relatively strong. The City's total revenues increased nearly $8.1 million over the prior year, and total expenses increased $2.4 million — $1.0 million in governmental activities (1.6 percent) and nearly $1.4 million in the City's business -type activities (4.7 percent). The business -type activities consist of self-supporting functions (largely comprised of the City's Water and Wastewater utilities operations). The government -wide financial statements, which provide a broad overview of the City's finances, indicate that the City's net position increased $43.6 million (nearly 18.9 percent) during the fiscal year ending June 30, 2019: $32.1 million due to governmental activities, and $11.5 million due to business -type activities. Governmental revenues were up significantly, with an $8.5 million increase in general revenues, largely from General Fund sales taxes, and only the slightest decrease in program revenues. Although most departmental charges for services remained strong, a combined drop in both operating and capital grants (over $900,000) resulted in the flat program revenues when compared to the prior fiscal year. GASB standards that relate to the recording and reporting of other post -employment benefits (OPEB) liabilities were newly implemented in the 2017-18 fiscal year CAFR. Similar to the reporting of pension liabilities, the actuarially accrued liabilities of the City's retiree healthcare benefits are now reported on the face of the financial statements (as opposed to being disclosed in the Notes to the Financial Statements). The City's OPEB liabilities, which are comprised of retiree healthcare benefits, continue to be funded from an internal surcharge on each payroll. Funds remaining from the surcharge after the year's pay-as-you-go obligations are met are placed in a trust fund that serves to offset the total liability. The balance in the OPEB trust fund was nearly $20.3 million at June 30, 2019. The City's net OPEB liability decreased citywide by $1.1 million during the 2018- 19 fiscal year. The City's net pension liability also decreased, but by a much smaller amount ($0.4 million). Although the City has begun to annually set aside additional funding in a pension trust account, these contributions cannot be used to offset the pension liability as shown in the financial statements. Rather, amounts in the pension trust fund ($8.7 million as of June 30, 2019) are reflected as restricted assets on the City's Statement of Net Position. As the net pension liability diminishes, the unrestricted portion of the City's net position will improve. Comprehensive Annual Financial Report 2018-19 General Fund Status December 16, 2019 General Fund highlights for the 2018-19 fiscal year are summarized in the MD&A. A separate disclosure, the Budgetary Comparison Schedule for the General Fund, is included in the CAFR (page 122) after Required Supplementary Information. The General Fund experienced a surplus for the year, as revenues of the fund exceeded expenditures and net transfers by nearly $12.8 million. The largest positive revenue budget variance was reported for Sales and Use Taxes, which totaled over $17.8 million — a positive variance of $2.3 million. Much of the variance was the result of several one-time events, recognized to some extent at mid -year, when the sales tax revenue budget was adjusted upward. The impact of these events also pushed Measure I receipts above anticipated levels. Fiscal year 2018-19 was the first full fiscal year of Measure I revenue, which totaled $2.5 million, accounting for approximately 20 percent of the positive budget variance. Excluding reporting aberration, sales tax revenues reflect a 15.9 percent growth in taxable sales transactions when compared to the prior fiscal year. Property tax revenues (nearly $22.0 million) were up $1.6 million, an approximate 8.0 percent increase over the prior year, reflecting strong property values. The City's highest General Fund revenue source — Transient Occupancy (Hotel) Tax — at $29.4 million, was over $1.4 million (5.2 percent) higher than in the previous fiscal year. Other than the sales tax revenues, most of these increases were anticipated at mid -year and were reflected in the adjusted budget for the year. Investment income for the year ($4.1 million) reflects a year-end "mark -to -market" of the City's investment portfolio of $1.7 million. Because this adjustment reflects unrealized gains and losses within the portfolio that will not materialize (the City typically holds investments to maturity), it is not included in the investment income budget. In all, actual General Fund revenues came in approximately 7.7 percent higher than the adjusted budget. Excluding investment earnings, revenues were 4.7 percent higher than budgeted. Budgetary savings (positive expenditure variances) within the General Fund were experienced in all departments, resulting in expenditures of nearly $4.3 million (roughly 7.1 percent) less than budgeted for the fiscal year. Of this amount, slightly over $1.9 million was from salaries and wages (a 5.6 percent variance from budget), indicating an average vacancy rate. (The budget is established assuming full staffing throughout the year.) The area with the highest budgetary savings ($1.1 million) was Public Safety, which constituted 47.8 percent of the fund's departmental budget, and experienced a 3.8 percent positive variance. Public Works expenditures were 14.5 percent below the adjusted budget (nearly $1.0 million), partially due to year-end contracts that will be largely carried forward to the current fiscal year. In addition, a higher than anticipated level of staff turnover in the Streets Maintenance crew yielded some salary savings. Budgetary savings were also higher in the Community Development functions, where staff vacancies played a role as well. Since local government expenditure budgets (appropriations) serve as the legal level of budgetary control, some level of savings will be realized in any fiscal year. In addition, budgets are developed based on year-round occupancy of all authorized staff positions. In periods of high turnover or other reasons for an increased level of staff vacancies, higher budgetary savings may be experienced. 3 Comprehensive Annual Financial Report 2018-19 December 16, 2019 Storm Drain Fund Status Although the Storm Drainage Fund was established in fiscal year 2009-10 to account for the storm drainage fees collected as a result of an assessment approved by the voters, it was not shown as a major governmental fund in the CAFR until fiscal year 2014-15. Fee revenues to the fund were over $2.9 million in fiscal year 2018-19, slightly less than the revenues of the prior year due to a fiscal year 2017-18 upward adjustment to correct the omission of certain school district properties from the assessment roll. Absent this correction, revenues increased approximately 2.0 percent, reflective of the increase in the actual storm drain fee for the year, which is capped at 2 percent. Transfers of $2.1 million for debt service on previously issued bonds resulted in a fund balance of nearly $5.6 million. Proprietary Funds Proprietary Funds are used to account for activities that are fueled by charges for the services provided by each fund. Enterprise Funds account for external activities (largely utilities), while Internal Service Funds (ISFs) account for internal (interdepartmental) activities. The Water and Sewer Funds account for the City's main enterprise activities. Charts depicting the historical financial performance of these two funds are included in the MD&A. The funds are self- supporting: the sale of water and provision of wastewater services to customers generates the revenue needed to support the operations and capital needs of these utilities. Both utilities experienced an increase in net position in fiscal year 2018-19: a $4.5 million increase for the Water Fund and $3.7 million for the Sewer Fund. Much of the increase represented growth in each fund's net investment in capital assets. However, while the Water Fund's unrestricted net position increased over $2.0 million (27.0 percent), the Sewer Fund's unrestricted net position decreased by $0.2 million (2.9 percent). The Sewer Fund's net operating income was insufficient to cover capital outlays and debt service, indicating that revenues are not adequate to sustain operations in the longer term. Rates for sewer services have not been increased since 2012. The Solid Waste Management Fund and Landfill Fund are both fueled by a surcharge on garbage rates. The Solid Waste Fund accounts for City costs of street cleaning, the household hazardous waste program, steam -cleaning of City receptacles and other related activities, and provides a rate stabilization reserve for rate payers. As that rate stabilization reserve had been drawn on in recent fiscal years, the City Council approved a 6 percent solid waste rate increase for the utility for each of the next three calendar years. Despite the first increase effective January 1, 2019, a slight draw was needed on the fund's rate stabilization reserve. The rate increases should eliminate these draws and provide for the higher costs of collection and recycling services that are anticipated with a new franchise agreement in 2021. The Landfill Fund accounts for post closure maintenance and monitoring of the City's old landfill site. The City reports its obligation to ensure that the City's landfill site is properly maintained going forward as a post -closure liability, which results in a deficit position for the fund. However, the landfill surcharge should serve not only to maintain the site, but also to reduce the unfunded portion of the post -closure liability in future years. The increase in rates for solid waste services will serve to boost these revenues, and the landfill post -closure liability should be fully funded within the next 5 years. n Comprehensive Annual Financial Report 2018-19 December 16, 2019 Other enterprise funds consist of the Parking Fund and the Building Fund. The Parking Fund's net position increased nearly $1.9 million, appropriate for funding future improvements and replacements in the City's parking infrastructure. The Building Fund experienced a $1.1 million increase in net position, although revenues from permit and plan check activities were nearly $1.2 million lower (27.0 percent) than the prior year. Several large development projects initiated in FY 2017-18 proceeded through the construction and inspection phases. The City's six Internal Service Funds (ISFs) are utilized to report activities that provide insurance, facilities, vehicles and equipment, and information technology services to support the City's various programs and functions. The combined net positions reported in most of the ISFs increased in fiscal year 2018-19. The total increase of nearly $1.7 million was due largely to the stable claims development within the City's general liability and workers' compensation programs. The City's OPEB (Other Post -Employment Benefits) Fund was created in fiscal year 2013-14 to account for funding of the external trust account established to meet the City's retiree medical obligations. Surcharges on departmental payrolls provide revenue to the OPEB ISF; retiree medical premiums and monthly contributions to the trust account comprise the fund's expenditures. The City forwards any remaining departmental charges to the trust fund, where higher interest earnings are obtained than can be achieved in the City's investment portfolio. The City strives to maintain an appropriate level of reserves in these funds to protect against unusual losses beyond normal experience. Charges to the departments are calibrated so as to the cover costs of each activity, though demands of these funds have varied considerably in recent fiscal years. As of June 30, 2019, nearly all of the ISFs maintain positive balances, although the Facilities Services Fund retained a deficit ($1.1 million). Internal (departmental) charges for services should require only small adjustments in future years. Other Funds The MD&A discusses changes in the City's Capital Projects Fund and Debt Service Fund, which are considered major funds for financial statement purposes. Capital project expenditures totaled approximately $16.1 million, with streets capital improvements leading the list with $5.2 million in expenditures. During the fiscal year the City spent $2.4 million on the California Drive Roundabout project alone. $3.7 million was spent on Storm Drain capital projects, and $3.6 million was charged to various facilities capital improvements, including $2.3 million on the Community Center Master Planning project. Parks projects ($3.6 million in spending) included $1.4 million to complete Murray Field Renovations, and $769,000 for Ray Park Renovation expenditures during the fiscal year. Governmental debt activities for the year were limited to debt service payments on the City's outstanding debt, which included $2.6 million in principal payments and close to $2.0 million in interest and administrative costs. This amount is approximately $3.0 million less than in the prior fiscal year due largely to the scheduled $2.7 million reduction in principal payments on the City's Pension Obligation Bonds Series 2006. As noted in the document's Letter of Transmittal, Standard & Poor Global Ratings (S&P) raised the City's issuer credit rating (ICR) and its outstanding pension obligation bonds from AA+ to AAA In August 2019. At that time, it also raised the long term rating on the City's outstanding lease revenue bonds to AA+. S&P increased the rating on the City's Storm Drainage Revenue bonds from A+ to AA in January 2019. 5 Comprehensive Annual Financial Report 2018-19 December 16, 2019 The City also has eight non -major governmental funds, all of which are considered Special Revenue Funds. (Special revenue funds are used to account for the proceeds of governmental revenues that are restricted or committed for purposes other than debt service or capital projects.) Details of these funds are reported in the Combining Financial Statements beginning on page 128 of the CAFR. The City's largest special revenue fund is the Development Fees Fund, which got a boost in fiscal year 2016-17 with revenues of over $5.0 million. The fund experienced a slight increase of $112,000 to nearly $6.4 million as of June 30, 2019. Non -major special revenue funds also include the Gas Tax and Measure A Funds. Transactions in these funds consist largely of transfers to the Capital Projects Fund for street and transportation projects. These funds retain a minimal fund balance ($1.2 million combined at the end of fiscal year 2018-19) as the revenues are put to work annually on related projects. The impact of the 2018-19 fiscal year results for the City's General Fund on the current year budget continues to be analyzed in conjunction with a monthly budget -to -actual review. A review of all of the City's funds, an update on the status of major projects and priorities, and an update of economic conditions will be presented to the Council with the mid -year report and budget adjustments in March. At that time, the long-term financial forecast will also be revised. FISCAL IMPACT Acceptance of the City's CAFR has no direct impact on City resources. However, obtaining an unqualified opinion from the auditor is an important independent verification and validation of the City's financial management practices and a prerequisite to receive the GFOA award. An award- winning CAFR contributes to the City's excellent bond rating. Exhibit: City of Burlingame Fiscal Year 2018-19 Comprehensive Annual Financial Report 6 2018-19 Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2019 City of Burlingame California •0 Os � �� mss. �0� � Am { a I Y n l f t�✓ t �' ♦ s .J •0 Os � �� mss. �0� � Am { a I Y City of Burlingame, California COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Fiscal Year Ended June 30, 2019 Prepared by City of Burlingame Finance Department CITY OF BURLINGAME, CALIFORNIA Comprehensive Annual Financial Report June 30, 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT JUNE 30, 2019 TABLE OF CONTENTS Pace INTRODUCTORY SECTION Finance Director's Letter of Transmittal............................................................................................ i Certificate of Achievement— Government Finance Officers Association .......................................... vii Elected and Appointed Officials......................................................................................................... viii City of Burlingame Organizational Chart ........................................................................................... ix City of Organization by Critical Service Area............................................................................................. x City of Burlingame Finance Department Organization Chart ............................................................ A OrganizationalCompass..................................................................................................................... xii FINANCIAL SECTION IndependentAuditor's Report .................................................................................................................. 1 Management's Discussion and Analysis................................................................................................... 5 Basic Financial Statements: Government -Wide Financial Statements: Statementof Net Position........................................................................................................... 27 Statementof Activities................................................................................................................ 28 Fund Financial Statements: Balance Sheet — Governmental Funds........................................................................................ 32 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position.............................................................................................. 33 Statement of Revenues, Expenditures, and Changes in Fund Balances—Governmental Funds.................................................................................. 34 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities ................................ 35 Statement of Net Position — Proprietary Funds......................................................................... 38 Statement of Revenues, Expenses, and Changes in Fund Net Position — Proprietary Funds..................................................................................... 40 Statement of Cash Flows— Proprietary Funds............................................................................ 42 Statement of Net Position — Fiduciary Funds.............................................................................. 44 Notes to the Basic Financial Statements (The Notes to the Basic Financial Statements are an integral part of the basic financial statements)........................................................................... 45 Required Supplementary Information: Cost -Sharing Multiple -Employer Defined Benefit Pension Plan Schedule of the City's Proportionate Share of the Net Pension Liability ......................................... 112 Cost -Sharing Multiple -Employer Defined Benefit Pension Plan Schedule of Contributions ............. 113 STATISTICAL SECTION Page FINANCIAL SECTION (continued) 150 Required Supplementary Information (Continued): 152 Agent Multiple Employer Defined Benefit Pension Plan Schedule of 154 Changes in the Net Pension Liability and Related Ratios................................................................. 114 Agent Multiple Employer Defined Benefit Pension Plan Schedule of Contributions ......................... 115 Schedule of Changes in the Net OPEB Liability and Related Ratios ........................................... 116 Modified Approach for the City's Infrastructure........................................................................ 118 Schedule of Revenues, Expenditures and Changes in Fund Balance— Budget and Actual— 162 GeneralFund............................................................................................................................ 122 Schedule of Revenues, Expenditures and Changes in Fund Balance— Budget and Actual— 164 Storm Drainage Special Revenue Fund..................................................................................... 123 Combining Financial Statements and Supplemental Information: 166 Combining Balance Sheet — Nonmajor Governmental Funds .................................................... 128 Combining Statement of Revenues, Expenditures, and Changes 168 in Fund Balances — Nonmajor Governmental Funds................................................................ 130 Combining Schedule of Revenues, Expenditures, and Changes in Fund Balances — Budget and Actual — Nonmajor Governmental Funds ............................................ 132 Combining Statement of Net Position — Internal Service Funds ................................................ 138 Combining Statement of Revenues, Expenses, and Changes in Net Position — Internal Service Funds................................................................................... 139 Combining Statement of Cash Flows — Internal Service Funds .................................................. 140 Combining Statements of Changes in Assets and Liabilities — All Agency Funds ........................ 142 STATISTICAL SECTION Net Position by Component....................................................................................................... 150 Changein Net Position............................................................................................................... 152 Fund Balance of Governmental Funds....................................................................................... 154 Changes in Fund Balance of Governmental Funds..................................................................... 156 Assessed Values of Taxable Property ......................................................................................... 158 Net Taxable Assessed Value History ........................................................................................... 160 Property Tax Rates — Direct and Overlapping Governments...................................................... 161 Top Ten Property Taxpayers...................................................................................................... 162 Property Tax Levies and Collections........................................................................................... 163 Governmental Activities Tax Revenues by Source..................................................................... 164 Ratios of Outstanding Debt by Type........................................................................................... 165 Ratios of General Bonded Debt Outstanding............................................................................. 166 Computation of Direct and Overlapping Debt............................................................................ 167 Legal Debt Margin Information.................................................................................................. 168 Pledged Revenue Coverage........................................................................................................ 169 Page STATISTICAL SECTION, Continued Demographic and Economic Statistics....................................................................................... 170 PrincipalEmployers.................................................................................................................... 171 Full -Time Equivalent City Government Employees by Function ................................................. 172 Operating Indicators by Function............................................................................................... 174 Capital Asset Statistics by Function............................................................................................ 176 Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................................................ 177 Comprehensive Annual Financial Report June 30, 2019 INTRODUCTORY SECTION Comprehensive Annual Financial Report June 30, 2019 CITY �'PPORAT Burlingame Finance Department 501 Primrose Road Burlingame, CA 94010-3997 650-558-7200 Fax: 650-342-8386 www.burlingame.org November 22, 2019 To the Honorable Mayor, Members of the City Council, and residents of Burlingame: I am pleased to submit the City of Burlingame's Comprehensive Annual Financial Report (CAFR) for the fiscal year ended June 30, 2019. This financial report contains a complete set of audited financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) as promulgated by the Governmental Accounting Standards Board (GASB). Responsibility for the accuracy of the data, and the completeness and fairness of the presentation, including all disclosures, rests with the City, and in particular, the Finance Department. Information contained in this report is based upon a comprehensive framework of internal controls that has been established for this purpose. The objective of internal controls is to provide reasonable, rather than absolute, assurance that the CAFR information is accurate in all material aspects. The Management's Discussion and Analysis section of the financial report provides information on the City's financial position and should be read in conjunction with the financial statements. As required by GAAP, the financial statements present the government and its component units that are considered to be fiscally interdependent. For financial reporting purposes, the City's basic financial statements include all funds, boards, commissions, and authorities that are controlled by or are dependent upon the Burlingame City Council. The California Government Code requires an annual audit of the basic financial statements of the City. The accounting firm Maze & Associates performed the audit for the fiscal year ended June 30, 2019. The independent auditor's report on the general purpose financial statements is included in the financial section of this report and states that the City's basic financial statements present fairly, in all material respects, the financial position of the City as of June 30, 2019, and the results of its operations and the cash flows of its proprietary fund types for the year then ended, in conformity with generally accepted accounting principles. For the year ended June 30, 2019, single audits were not required in accordance with the provisions of the Single Audit Act, as threshold expenditure requirements from federal funding were not reached during the fiscal year. This transmittal letter is intended to provide an introductory profile of the City of Burlingame, its economy, and other information useful in assessing its overall financial condition. The transmittal letter is designed to complement the Management's Discussion & Analysis (MD&A), and should be read in conjunction with it. The MD&A, which can be found immediately following the independent auditor's report in the financial statement of the CAFR, provides a more comprehensive look at the City's financial results. Government Profile The City of Burlingame is a California general law City incorporated in 1908 that operates under the Council - Manager form of government. A five -member City Council is elected at large to four-year terms and serves as the board of directors. The City Council selects a Mayor and Vice Mayor from its members annually. A City Manager is appointed by the City Council and serves as the chief executive officer. The City Manager is responsible for all municipal functions. A City Attorney is appointed by the City Council to serve as chief legal advisor for the governing body and the administration. The City's municipal services include: police and fire protection, public works, community development, parks and recreation; library services, water, sewer, parking, solid waste, and storm drainage. General government activities include finance, human resources, legal services, and city administration. The City employs approximately 213 full-time employees. An executive team helps the City Manager lead the City organization. It includes eight department directors, the City Attorney, and the City Clerk. Burlingame is approximately six square miles in size and is located in San Mateo County, on the western shore of the San Francisco Bay approximately 10 miles south of San Francisco. According to the State Department of Finance, the population for Burlingame is 30,317. The population has remained fairly level, increasing by 2.1% over the past five years. Budeet Process The City adopts an annual budget for all funds. Major funds include the General, Capital Projects, Debt Service, Water, Sewer, Parking, Waste Management, Landfill, and Building Funds. Budgets are prepared on the same basis of accounting as the associated financial statements. The City's formal budget is employed as a management control device during the year, and it is adopted annually for all City funds, except for the fiduciary funds and certain special revenue funds where appropriate. Consistent with most governmental entities, the City's budget is based on a modified accrual basis of accounting under which revenues are recognized in the period they become available and measurable, and expenditures are recognized in the period the related liability is incurred. The City budget includes information regarding estimated costs (or outlays) and revenue (or cash inflows) for identified programs, projects, and levels of service to meet the needs of the City. All annual appropriations lapse at the end of the fiscal year except in the Capital Projects Fund, because capital improvement projects typically span more than one fiscal year. Appropriations for capital projects lapse when projects are completed, placed into service, accounted for as capital assets, or abandoned at the discretion of the City and/or City Council. Budget amendments that increase a fund's appropriations require majority approval by the City Council. Certain budgetary re -allocations within departments require approval by the Finance Director and department heads. Budget amendments between departments are approved by the Finance Director and City Manager. A mid -year budget status report and a long-term financial forecast for the next five years are presented to the City Council as part of an ongoing assessment and evaluation of budgetary performance, with special attention to the General Fund and certain other major funds. The City Council encourages all Burlingame residents and business community members to participate in the development ofthe City budget. The Council holds three public meetings to provide guidance on the budget: a goal -setting session in January, and budget study sessions in March and May. The City Council solicits input at each of the meetings. Community members may also submit their ideas directly to the City Council and/or City staff. Under these policy directives and guidance, departments prepare their budget requests in support of their programs for submission in early April. Expenditure assumptions are based on known factors such as collective bargaining agreements, current pay and benefit policies, consumer price indices, and other information available from expert third -parties or governing authorities. The Finance Department reviews budget requests for technical compliance to City budget instructions. The Proposed Budget is prepared and delivered to the City Council in May. The City Council reviews the Proposed Budget before the final budget is formally adopted in June at a public hearing, which gives residents an additional opportunity to comment on the spending plan. Assessment of Economic Condition The City's revenues have continued to grow each year since the 2008-2010 recession, as evidenced by rebounds in the City's largest revenue sources. The City's top three revenue streams (from transient occupancy tax, property tax, and sales taxes) have long surpassed pre -recessionary amounts, and now constitute nearly 82% of the City's General Fund revenues. Key indicators of the City's economic health are job growth, real estate values, and retail activity. Employment The unemployment rate in the San Francisco Bay Area remains one of the lowest in California, based upon recent Employment Development Department (EDD) data. The unemployment rate in the San Francisco/Redwood City/South San Francisco Metropolitan Division was 1.9 % in October 2019. Comparatively, California's unemployment rate stood at 3.7%. At these healthy rates, which effectively reflect full employment, the pace of job growth has leveled off significantly. The region's labor market is showing signs of saturation after years of strong growth in professional, technological, and business service employment. Average salaries are well above the California average and are expected to remain so in the near future. Real Estate & Propertv Taxes Property taxes, which are based on assessed value, are one of the City's largest revenue sources, accounting for 26.0% of the City's General Fund revenue. Fiscal year 2018-19 property tax receipts were nearly $22.0 million, up approximately 8.0% from the prior year. According to data obtained from the San Mateo County Assessor, the City has 8,701 parcels with a net total assessed value of nearly $11.0 billion—an increase of $612.5 million, or 5.9%, since last year. Residential assessed values grew by 6.5%; commercial assessed values grew by 6.5%. The median price of homes sold in Burlingame during the third quarter of 2019 was over $2.4 million, which is a 7.8% increase compared to the same quarter last year. The volume of homes on the market remained low (41 homes sold in the third quarter of 2019 as compared to 43 in 2018). County -wide, the median value of homes sold in the third quarter went down slightly – from nearly $1.6 million in 2018 to over $1.5 million in 2019. Although home prices are starting to level off in the area, the housing supply shortage is a primary driver of high housing costs. Combined with the increase in real income, it is increasingly apparent that lower-income residents are getting priced out of the area. Housing affordability is a priority issue for Burlingame and for the entire San Francisco Metropolitan area. Sales and Use Taxes Burlingame is a highly desirable residential community and upscale commercial location with attractive shopping districts. Burlingame borders Hillsborough, an affluent community that is 100% residential. Therefore, in many cases, Burlingame businesses have the opportunity to serve the commercial needs of Hillsborough residents and benefit from the additional disposable income from neighboring communities. Numerous national retailers are located in the Burlingame Avenue Business District, making the area competitive with regional shopping malls. In addition, the city is known for its upscale restaurants and businesses that attract patrons from throughout the entire San Francisco Bay Area. The City owns and manages most of the parking spaces located within the shopping districts and works with local merchants to maximize the shopping experience. Sales and use taxes accounted for 21.1% of General Fund revenue in fiscal year 2018-19. Sales and use tax revenues were $17.8 million, which is approximately 39% more than the prior year's receipts of $12.8 million. A large portion of the increase (over $2 million) was attributable to collection of the first fiscal year of Measure I revenues. Measure I, which was approved by the voters in November 2017, enacted an additional X cent transaction tax to help fund street and sidewalk maintenance, enhance neighborhood police patrols and programs, and support the cost of maintaining recreation programs and facilities. The tax was effective April 1, 2019; therefore, only one quarter of Measure I receipts was included in prior year sales tax revenues. The top 25 sales tax producers in Burlingame account for approximately 54.9% of total sales tax revenue and include several auto dealers, hotels, and retail stores. Although transactions in the city's Auto and Transportation sector had leveled off somewhat in the prior fiscal year due to a nation-wide slow -down in demand for new motor vehicles, transactions in this major industry group shot up 19.5% in FY 2018-19 due in large part to deliveries on a backlog from a major manufacturer in the third and fourth quarters of 2018. An increase in the price of gas and home delivery of fuel products also contributed to the sector's performance. It is interesting to note that the City's share of the countywide use tax pool increased over 24.7% compared to the same four quarters in 2018. The County distributes these taxes, which do not involve a California "point of sale", to each jurisdiction in the county on a pro rata share of taxable sales. While these receipts represent only about 18% of the total sales tax revenues (and are categorized by major industry group along with point-of-sale receipts), the increase reflects a continued acceleration of online shopping for merchandise shipped from out of state. Tourism and Business Travel Burlingame's 12 major hotels provide convenient overnight accommodations for business travelers and tourists using San Francisco International Airport (SFO), with a total of approximately 3,709 rooms available for rental. Hotel occupancy rates are indicative of continued improvement in the economy. As the City's largest revenue source, transient occupancy tax revenues account for nearly 34.8% of all General Fund revenues, and grew by $1.4 million (5.2%) compared to the prior year. Combined occupancy rates increased slightly - from 87.1% in the prior fiscal year to 87.7% in the year ended June 30, 2019. Average room rates within the city increased nearly 5.2%, thanks to the success of many Bay Area sports teams and increased tourism. As reported by the San Francisco Airport, total domestic and international airport passengers increased by 3.5% in calendar year 2018. iv Financial Information Accounting System, Budgetary Control & Fund Accounting: All governmental and fiduciary fund types use the modified accrual basis of accounting. Revenues are recorded when measurable and available, rather than when received, and expenses are recorded when the liability is incurred, rather than when paid. Conversely, the accrual basis of accounting is used for proprietary funds. All governmental fund types are accounted for on a spending (or funds flow) measurement focus. Only current assets and current liabilities are generally included on the governmental fund balance sheets. Internal Controls: City management is responsible for establishing and maintaining adequate internal controls to ensure that City assets are protected from loss, theft, or misuse and to assure that adequate accounting data is compiled to allow for the preparation of financial statements that conform to generally accepted accounting principles. Internal controls are designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that the cost of a control should not exceed the benefits to be derived, and that cost -benefit analysis requires prudent estimates and judgments by management. The Finance Department establishes internal accounting controls to provide management with reasonable assurance regarding the safeguarding of assets and the reliability of financial records for preparing financial statements and maintaining asset accountability. The City's finance staff and the independent auditor consider the internal controls over financial reporting in planning and performing the annual audit. The independent auditors test the City's internal controls and make inquiries into the staff's knowledge of fraud or the occurrence of fraud. Cash Management., The City pools cash from all operating sources to manage cash flow and invest idle funds. The Finance Director serves as the City's Treasurer and, utilizing the services of a third -party asset management advisor, oversees the investment of funds in accordance with the City Council -adopted Investment Policy and Government Code Sections 53601 and 56535. The Finance Director submits a quarterly investment report to the Council. The Council also reviews and approves the City's Investment Policy early in each fiscal year. Risk Management: The City is a member of the Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA), a joint powers insurance authority that consists of 28 member cities in the San Francisco Bay Area. The PLAN 1PAwas established to provide liability insurance, claims, risk management, and legal defense services to participating members. The program provides the City with liability coverage up to a maximum of $10 million, with the City maintaining a self-insured retention of $250,000. The City also maintains workers' compensation coverage to a maximum of $5 million, with a self-insured retention of $500,000 per claim. The City maintains reserves for all claims below its self-insured retention in separate Internal Service Funds and charges the costs of the program to operating departments. An actuarial study of the current obligations for the General Liability and Workers' Compensation Funds was completed in September 2019, and the related accruals for current and expected claims have been included in the year-end results for these funds. The City has implemented and is in compliance with Governmental Accounting Standards Board Statement No. 10, Accounting and Financial Reporting for Risk Financing and Related Insurance Issues. Debt Administration: In August 2019, S&P Global Ratings reviewed the City's debt obligations and raised the City's issuer credit rating (ICR) and its outstanding pension obligation bonds from AA+ to AAA. At the same time, it raised the long-term rating from AA to AA+on the City's outstanding lease revenue bonds. In January v 2019, the rating on the City's three series of storm drainage revenue bonds was raised from A+ to AA. The City's water and wastewater revenue refunding bonds are rated AA+. In fiscal year 2018-19, the City had 11 outstanding bonds or loans, including a taxable bond issue for pension obligations, two loans from the State of California Water Resources Control Board for improvements to the Burlingame Wastewater Treatment Plant, and a storm drain revenue bond issued under the Internal Revenue Service's Build America Bond program. The City annually evaluates each outstanding debt obligation that is subject to arbitrage rebate requirements and determined that there was no arbitrage rebate liability as of June 30, 2019. As of June 30, 2019, the City's general obligation debt limit was $411 million, which represents 3.75% of total assessed valuation based on assessments at 100% of full market value, in accordance with California Government Code Section 43605. With only the 2006 Pension Obligation Bonds ($8.5 million outstanding) considered to be general obligation debt, the City's legal debt margin was $403 million. Additional information pertaining to the City's outstanding long-term debt can be found under Long -Term Debt (Note 6) in the Notes to the Basic Financial Statements and in the Statistical Section under Legal Debt Margin information. Certificate of Achievement The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its comprehensive annual financial report for the fiscal year ended June 30, 2018. The City has received the award for 17 consecutive years. To receive the award, a government must publish a readable and well organized annual financial report. The report must satisfy both generally accepted accounting principles and applicable legal requirements. The certificate is valid for one year. Staff believes that the City's current comprehensive annual financial report continues to meet the Certificate of Achievement Program's requirements. Acknowledgments The preparation of this report on a timely basis could not be accomplished without the dedicated service of the entire staff of the Finance Department. Each member of the department has our sincere appreciation for the contributions made in furthering the fiscal year-end audit, and for their continuing efforts to improve the quality of this report. The audit firm of Maze and Associates has also been very helpful in meeting the City's audit report requirements and financial reporting. The City Council's continued support in fiscal matters, especially in the maintenance of a long-term, sustainable financial vision, is essential and sincerely appreciated. The financial health of the City is a direct result of their vigilant fiduciary stewardship. Respectfully submitted, Lisa K. Goldman City Manager vi Carol Augustine Finance Director & Treasurer Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Burlingame California For its Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2018 �w, wt�-74 Executive Director/CEO vii CITY OF BURLINGAME, CALIFORNIA ELECTED AND APPOINTED OFFICIALS FISCAL YEAR ENDED JUNE 30, 2019 CITY COUNCIL Donna Colson, Mayor..................................................................November 2024 Emily Beach, Vice Mayor............................................................November 2024 Michael Brownrigg......................................................................November 2022 Ricardo Ortiz.................................................................................November 2022 Ann Keighran................................................................................November 2022 CITY MANAGER Lisa K. Goldman DEPARTMENT DIRECTORS Community Development............................................................Kevin Gardiner Finance Director and Treasurer ..................................................Carol Augustine Central County Fire (JPA) Chief...................................................John Kammeyer Human Resources.........................................................................Sonya Morrison Library..........................................................................................Bradley McCulley Parks and Recreation.............................................................Margaret Glomstad Police.........................................................................................Michael Matteucci PublicWorks.....................................................................................Syed Murtuza CITY CLERK CITY ATTORNEY Meaghan Hassel -Shearer Kathleen Kane viii City Attorney Finance Accounting,rBudget Business License General Gov't Information Technology Payroll Treasurer UtilityBilling Parks & Recreation ,Aquatics Golf Range Park Maintenance Preschool & Youth Senior Citizens Special Classes Special Events Sports Teens Trees tiararr ErUR�INGAME CITY OF BURLINGAME, CALIFORNIA ORGANIZATIONAL CHART Citizens of Burlingame City Council Fire Human Resources Library Disaster Preparedness Benefit ,. �� + Branch Prevention Labor/Employee'Relations Children's Suppression Training Organizational Development Circulation Emergency =Medical :Services Recruitment,& Selection Reference Public Education Risk Management Community Development Building Inspection Plan Review Building Code Compliance C_E.Q_A. Design Review Economic_ Development General Plan Zoning' Police Communication Investigation Parking Enforcement Patrol Engineering Equipment Maintenance Facilities Maintenance Sewer Street Lighting Streets & Storm Drains Wastewater Treatment Water CITY OF BURLINGAME General Government City Attorney In-house counsel, risk management, and code enforcement City Clerk Elections, City records, public noticing, and maintenance of municipal code City Manager Supervision of departments, implementation of City policy and strategy, management of City communications and sustainability programs Finance Revenue management, disbursements, budget and forecasting, payroll, financial reporting, treasury, purchasing, information technology, telecom and utility billing, business licenses, cashiering and front -desk customer service, and solid waste Human Resources Salary and benefits administration, employment, health and safety, employee training and wellness, and collective bargaining Public Works Engineering Administration of capital improvement program including major and minor repair and replacement of city infrastructure Water & Sewer Delivery of potable water, treatment and discharge of sanitary flows in accordance with environmental, health and safety guidelines Streets & Storm Drainage Street sweeping, transportation and regional shuttles, streetlights, and stormwater management and compliance FISCAL YEAR 2018-19 Public Safety Police Community patrol, 911 communications and dispatch, crime prevention, special weapons and tactics (SWAT), K-9 Program, traffic safety, parking enforcement, and community outreach Central County Fire Department (JPA) Fire suppression and prevention, emergency medical services, and disaster preparedness for the City of Burlingame and the Town of Hillsborough; provision of service to the City of Millbrae via contract . Leisure and Neighborhood Services Library City literacy advocacy, circulation of written and digital media, special programs, and community education for citizens, children, and teens Parks Operation and maintenance of urban forest, landscaping, City parks, and infrastructure Recreation Recreational, educational and after-school programs for pre-school children, youth, and seniors Community Development Building Plan checking, inspection, complaint response, development review and consultation, and building research and development Planning Public outreach, Climate Action Plan, land use, economic development, plan checks, and code and zoning enforcement L<. CITY OF BURLINGAME, CALIFORNIA FINANCE DEPARTMENT ORGANIZATION CHART FOR FISCAL YEAR 2018-19 Andrew Kwoka Admin. Assistant Finance/City Clerk Support Ed Gigliotti Interdepartmental Mail Agenda Delivery IT Services Provided through contract with Redwood City Carol Augustine Finance Director Treasurer Karen Huang Deputy Finance Director Amy Bernardo Senior Accountant Andrea Torres Accounting Technician Utility Billing, Business License and Customer Service Claudia Michaels Sabrina Lee Accounting Assistant I Accountant Utility Billing, Business License and Customer Service Karen Cao Payroll Administrator Margaret Ono Accounting Technician Revenues and A/R Lisa Rancatore Accounting Technician Disbursements and A/P Elaine Wong Accounting Assistant II Utility Billing, Business License and Customer Service Erin Dobson Office Assistant I Customer Service CITY OF BURLINGAME ORGANIZATIONAL COMPASS The City of Burlingame is an organization that exists to sell�'e'itttd benefit the community. We deliver unsurpassed municipal services that enhance the quality of life for-odc citizens. As employees of the City of Burlingame, we recognize the leadership role we play in the community and we hold ourselves accountable to those we serve. We value the partnership that exists between the organization and community and strive to foster and maintain that relationship. As such, we are committed to the tenets of the Organizational Compass: COMMUNI SERVICE THAT IS RESPONSIVE TO AND MEETS THE NEEDS OF THE PUO,Lif' ■ Being dedicated to the community we serve ■ Involving and understanding our community ■ Anticipating and adapting to the changing needs of -our citizens k AN ETHICAL ORGANIZATION THAT INTERACTS WITH THE PUBLIC AND EACH OTHER IN AN HONEST AND PROFESSIONAL MANNER BY: ffl ■ Treating people with respect and dignity ■Taking responsibility for our decisions, statements and actions to the organization and community;,, j ■ Dealing with differences and conflicts in a professional, respectful and authentic fashion ONE ORGANIZATION THAT FOSTERS POSITIVE RELATIONSHIPS AND TEAMWORK BY: ■ Being part of the solution ■ Creating and maintaining constructive relationships while respecting individual contributions ■ Focusing on the issues and needs of the organization and community ■ 412s ,,,� behavior that builds confidence and self-esteem (' (� ■ zing self -initiative, constant improvement and employee involvemetitl Ct POSITIVE LEADERSHIP THAT IS NURTURING AND FORWARD -THINKING BY: ■ Recognizing the leadership role all employees play in the community ■ Encouraging innovation and creativity-, ■ Leading by example t ■ Being supportive, humanistic and compassionate As City employees we embrace the Organizational Compass and will be guided by its points. xii FINANCIAL SECFION Comprehensive Annual Financial Report June 30, 2019 Pr M ACZTE INDEPENDENT AUDITOR'S REPORT To the Honorable Members of the City Council City of Burlingame, California Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business - type activities, each major fund, and the aggregate remaining fund information of the City of Burlingame as of and for the year ended June 30, 2019, and the related notes to the financial statements, which collectively comprise the City's basic financial statements as listed in the Table of Contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the City's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Accountancy Corporation 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 1 T 925.930.0902 F 925.930.0135 E maze®mazeassociates.com W mazeassociates.com Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Burlingame as of lune 30, 2019, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of matter Management adopted the provisions of the following Governmental Accounting Standards Board Statement, which became effective during the year ended June 30, 2019. Governmental Accounting Standards Board Statement 88 — Certain Disclosures Related to Debt Including Direct Borrowings and Direct Placements. See Note 6 to the financial statements for relevant disclosures. The emphasis of matter does not constitute a modification of our opinion Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that Management's Discussion and Analysis and other required supplementary information as listed in the Table of Contents be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The Introductory Section, Supplemental Information and Statistical Section listed in the Table of Contents are presented for purposes of additional analysis and are not required parts of the basic financial statements. The Supplemental Information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Supplemental Information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The Introductory and Statistical Sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 30, 2019 on our consideration of the City's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance. ,/ ogp-, z<-1 A 55 o dae6- Pleasant Hill, California October 30, 2019 9 Comprehensive Annual Financial Report June 30, 2019 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 This is Management's Discussion and Analysis of financial activities for the fiscal year ended June 30, 2019. This information should be read together with the transmittal letter, financial statements, and notes to the basic financial statements to better understand the City of Burlingame's (the City) financial position. The City has prepared its annual financial report in accordance with accounting principles generally accepted in the United States ofAmerica (GAAP) and all Governmental Accounting Standards Board (GASB) pronouncements that affect the City. Financial Highlights for Fiscal Year 2018-19 (ending June 30) Key financial highlights for the year are as follows: • In total, City assets and deferred outflows of resources exceed liabilities and deferred inflows of resources by $274.6 million, which is a $43.6 million increase compared to the beginning net position. • Governmental fund balances increased $17.3 million, to $128.8 million. Of this amount, approximately $20.1 million, or 15.6%, was unassigned fund balance and available for spending at the City's discretion. • The Enterprise Funds net position increased by $11.5 million to over $121.5 million. Of this amount, $36.6 million was unrestricted net position and available for use at the City's discretion. • General Fund revenues increased by $12.8 million in fiscal year 2018-19, an increase of 17.9% over the prioryear's total of $71.7 million. The increase in revenue was driven by a $5.0 million increase in sales and use tax, approximately half of which was derived from the first full year of/< cent Measure I Transactions and Use Tax receipts. Property tax revenues showed a healthy increase of nearly 8.0% ($1.6 million), and transient occupancy (hotel) tax revenues also remained strong, with receipts of nearly $29.4 million, a 5.2% increase over the prior year. • Amendments to various revenue sources in the General Fund budget in the amount of $3.6 million were authorized by the City Council at mid -year, as the improved revenues became evident early in the fiscal year. • The General Fund ending fund balance increased from $36.4 million to nearly $49.2 million. Of this amount, $21.6 million has been assigned — intended to be used for specific purposes. Overview of the Financial Statements This section introduces the reader to the City's three basic financial statements: 1) government -wide financial statements, 2) fund financial statements, and 3) notes to the basic financial statements. The report also contains supplemental information to help the reader develop a full understanding ofthe City's financial activities. CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Government -Wide Statements The government -wide financial statements include the Statement of Net Position and the Statement of Activities. These statements provide a broad overview of the City's finances. They are presented in a manner that is similar to private -sector business. The Statement of Net Position presents complete information on the City's assets and deferred outflows of resources, as well as liabilities and deferred inflows of resources, with the difference reported as net position. Changes in net position that occur over time may serve as an indicator of the City's financial position. The Statement of Activities presents information showing how the City's net position changed during the most recent fiscal year. All changes in net position are reported using the "accrual basis of accounting." Changes are reported when the underlying event causing the changes occurs, regardless of the timing of the related cash flows. Therefore, revenue and expenses are reported in this statement for some items that will result in cash flows in future years, such as revenues related to uncollected taxes, or earned but unused employee leave. Both government -wide financial statements distinguish between governmental activities, such as City functions that are supported by taxes and intergovernmental revenue, and other activities that are self- supporting. The self-supporting functions are called "business -type activities" or enterprise funds. They are intended to recover all or a significant portion of their costs through user fees and charges for services. Governmental activities include general government administration, public safety (such as police, fire, and 911 -dispatch), public works, community development, parks, recreation and library, shuttle bus operations, and financing and other activities. The self-supporting, business -type activities include water, sewer service, parking, waste management, landfill, and building inspection. Fund Financial Statements A fund is a grouping of related accounts that are used to maintain control over resources that have been segregated for specific activities or objectives. The City uses fund accounting to ensure and demonstrate compliance with finance -related legal and accounting requirements. The City's funds can be divided into three categories: governmental, proprietary, and fiduciary. Governmental Funds Governmental funds account for tax supported functions reported as governmental activities in the governmental -wide financial statements. Governmental funds use the "current financial resources" measurement focus, with an emphasis on having sufficient resources to meet expenditures in the short- term —a 12 month fiscal year. These statements focus on how cash and otherfinancial assets can be readily converted to available resources for spending on City services. They also show fund balances that are left at the end of the fiscal year and distinguish between amounts that are restricted versus funds that are available for spending. Because the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements. By doing so, readers may better understand the long-term impact of the City's near-term financing decisions. Both 2 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 the Governmental Funds Balance Sheet and the Governmental Funds Statement of Revenues, Expenditures, and Changes in Fund Balances provide a reconciliation to facilitate this comparison between governmental activities and governmental funds. The City has four major governmental funds: General, Capital Projects, Storm Drainage, and Debt Service. Information is presented separately in the Governmental Funds Balance Sheet and in the Governmental Funds Statement of Revenues, Expenditures, and Changes in Fund Balances for these funds. Financial information for the remaining governmental funds is combined into a single, aggregated presentation called Non -Major Governmental Funds. Individual fund data for each of these non -major governmental funds is provided in the form of combining statements located elsewhere in the report. Proprietary Funds Proprietary funds are used to account for services and activities for which a fee is charged to customers in exchange for City provided goods or services. Proprietary funds use the "economic resources" measurement focus, which concentrates on how transactions and events have affected the fund's total economic resources. The City maintains two different types of proprietary funds. Business -Type Activities or Enterprise Funds: These are funds that are used to report business -type activities in the governmental -wide financial statements. The City has six enterprise funds: Water, Sewer, Parking, Waste Management, Landfill, and the Building Fund. Internal Service Funds: These funds are used to allocate costs internally among the City's functions. The City uses internal service funds to account for the maintenance and replacement of its fleet and rolling stock; maintenance of City buildings and facilities; general liability; workers' compensation; and information technology and administrative support. These funds are included in the governmental activities of the government -wide financial statements because their activities support governmental programs. The internal service funds are then combined into a single, aggregated presentation in the proprietary fund financial statements. Individual data for the internal services funds is provided in the form of combining statements. Fiduciary Funds Fiduciary funds are used to account for financial resources held for the benefit of parties outside the City government. The City holds these funds in a custodial capacity or as an agent for individuals, private organizations, or other governmental units such as the State of California or the United States. Fiduciary funds are not reflected in the government -wide financial statements because the resources of these funds are not available to support the City's governmental activities. Government -Wide Financial Analysis All financial statements are presented in conformance with GASB Statement No. 34, Basic Financial Statements and Management's Discussion and Analysis (MD&A) — for State and Local Governments. Prior year information is made available for a comparative analysis of government -wide data. Analysis of Net Position The City had a total net position of $274.6 million as of June 30, 2019. Net position increased by 18.9% from the beginning total net position of $231.0 million. Assets and deferred outflows of resources as of CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 the end of June 30, 2019 were $492.6 million, reflecting an 8.3% positive change from the prior year due to a $25.2 million increase in current assets and deferred outflows of resources as well as a $12.2 million increase in capital assets. Liabilities and deferred inflows of resources decreased by 2.8% ($6.2 million). In addition to a $5.9 million decrease in long-term debt, slight decreases in the City's net OPEB liability and net pension liability ($1.1 million and $0.4 million, respectively) also were reported for the fiscal year. The largest portion (approximately 61.2%) of the City's net position is its net investment in capital assets totaling $168.1 million. Capital assets are the aggregate value of land, buildings, and improvements that are used to provide services. Their value is reported net of related debt because the funds to repay the debt come from other sources - the capital assets themselves cannot be used to liquidate these liabilities. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. An additional portion of the City's net position, $46.3 million (16.9%), represents resources that are subject to restrictions that may only be used for debt service, to construct specified capital projects or within the confines of special revenue programs. Unrestricted net position can be used to finance day-to-day operations without constraints established by debt covenants or other legal requirements or restrictions. The City's unrestricted net position on June 30, 2019 was approximately $62.2 million, or 22.7% of total net position. W City of Burlingame Comparative Statement of Net Position June 30, 2019 and 2018 (Amounts In Millions) Governmental Business -Type Activities Activities Totals 2019 2018 2019 2018 2019 2018 Assets: Current and other assets $156.61 $137.04 $75.80 $66.76 $232.41 $203.80 Capital assets 130.03 118.13 108.84 108.49 238.87 226.62 Total assets: 286.64 255.17 184.64 175.25 471.28 430.42 Deferred Outflows: 16.22 18.90 4.15 4.90 20.37 23.80 Liabilities: Current liabilities 8.72 7.00 6.18 5.60 14.90 12.60 Other liabilities 2.85 2.22 1.51 1.36 4.36 3.58 Long term liabilities 135.92 141.42 59.28 62.89 195.20 204.31 Total liabilities: 147.49 150.64 66.97 69.85 214.46 220.49 Deferred Inflows: 2.26 2.42 0.28 0.31 2.54 2.73 Net Position: Net investment in capital assets 98.57 87.69 69.49 66.08 168.06 153.77 Restricted 28.85 26.90 15.48 12.15 44.33 39.05 Unrestricted 25.68 6.41 36.56 31.76 62.24 38.17 Total net position: $153.11 $121.01 $121.54 $109.99 $274.65 $231.00 W CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Governmental Activities Governmental activities increased the City's net position by $32.1 million, with a total net position of $153.1 million at the end of the fiscal year. The increase was attributable to total governmental revenues that exceeded total expenses by $24.2 million, prior to net transfers in of nearly $2.2 million and net investment income of $5.8 million. 9 City of Burlingame Statement of Activities For the Fiscal Years Ended June 30, 2019 and 2018 (Amounts in millions) Governmental Business -Type Activities Activities Total 2019 2018 2019 2018 2019 2018 Revenues: Program revenues: Charges for services $11.21 $10.36 $42.47 $42.86 $53.68 $53.22 Operating grants and contributions 0.63 0.83 - - 0.63 0.83 Capital grants and contributions 0.51 1.22 0.51 1.22 General revenues: Property taxes 21.95 20.33 21.95 20.33 Sales taxes 17.82 12.82 17.82 12.82 Transient occupancy taxes 29.38 27.94 29.38 27.94 Other taxes 5.21 4.87 - - 5.21 4.87 Other general revenue 0.46 0.38 0.20 0.18 0.66 0.56 Total revenues: 87.17 78.75 42.67 43.04 129.84 121.79 Expenses: Governmental Activities General government 6.18 5.78 - - 6.18 5.78 Public safety 28.63 27.13 28.63 27.13 Public works 7.57 7.93 7.57 7.93 Community development 1.75 1.82 1.75 1.82 Parks, recreation and library 16.87 16.92 16.87 16.92 Shuttle operations 0.17 0.19 0.17 0.19 Financing and other activities 1.81 2.21 - 1.81 2.21 Business -Type Activities - Water - - 14.85 14.67 14.85 14.67 Sewer service 11.87 11.21 11.87 11.21 Waste management 0.73 0.79 0.73 0.79 Landfill 0.22 0.40 0.22 0.40 Parking 0.93 1.05 0.93 1.05 Building inspection - 2.50 1.58 2.50 1.58 Total expenses: 62.98 61.98 31.10 29.70 94.08 91.68 Increase/(decrease) in net position before transfers 24.19 16.77 11.57 13.34 35.76 30.11 Loss on disposal of capital assets -0.12 0.00 (0.12) Investment income (expenses) 5.76 0.62 2.13 0.23 7.89 0.85 Transfers 2.16 2.86 (2.16) (2.86) - - Change in net position: 32.11 20.13 11.54 10.71 43.65 30.84 Net position - beginning, as restated 121.00 100.87 109.99 99.28 230.99 200.15 Netposition- ending $153.11 $121.00 $121.53 $109.99 $274.64 $230.99 Governmental Activities Governmental activities increased the City's net position by $32.1 million, with a total net position of $153.1 million at the end of the fiscal year. The increase was attributable to total governmental revenues that exceeded total expenses by $24.2 million, prior to net transfers in of nearly $2.2 million and net investment income of $5.8 million. 9 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 General revenues rose by $8.4 million (10.7%). The increase was largely the result of a 39% ($5.0 million) increase in sales and use taxes: local taxable sales activity remained strong, and the addition of the first full fiscal year of Measure I (a % cent transaction tax effective April 1, 2018) receipts accounted for $2.0 million of this increase. Property tax revenues were $1.6 million (nearly 8.0%) higherthan in the prioryear, and transient occupancy tax receipts also remained strong, increasing $1.4 million (5.2%) over the prior year. Expenses from governmental activities increased slightly over $1.0 million, for a total of $63.0 million for the fiscal year. Expenses increased 5.5% ($1.5 million) in the area of public safety, which includes the City's Police Department as well as services provided by the Central County Fire Department. A 6.8% ($0.4 million) increase was incurred in general government, but expenses in all other functional areas were flat or decreased slightly. The majority of these governmental activities are financed from City taxes. However, the $11.2 million collected in charges for services (reported as program revenues) for these various activities served to offset the departmental spending associated with some services. Overall, program revenues covered approximately 19.6% of governmental expenses over the fiscal year. 10 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Governmental Expenses - by Program Fiscal Year 2018-19 0.3°i 2.9% ■ General Government • Public Safety • Public Works ■ Community Development ■ Parks, Recreation, and 2.8%lot! Library • Shuttle Operations • Financing and other activities Governmental Activities - Net Expense by Program Fiscal Year 2018-19 0.1% 3.6% ■ General Government ■ Public Safety ■ Public Works ■ Community Development 0.8%111 ■ Parks, Recreation, and Library ■ Shuttle Operations ■ Financing and other activities The above charts of expenses and net cost of the City's various governmental activities have been derived from the Statement of Activities. The first pie chart reflects expenses incurred in each area as a percentage of the total expense of governmental activities ($63 million in fiscal year 2018-19). This compares with the relative net cost after applying program revenues derived from each area's activity shown in the second chart. The total net cost of governmental activities ($50.8 million in fiscal year 2018-19) must be funded out of the City's general revenues — primarily taxes and investment earnings. Areas with the highest program revenues (i.e. Parks, Recreation, and Library) are able to offset relatively more costs than activities that have fewer opportunities to derive program revenues (such as Public Safety). Business -Type Activities The net position for business -type activities increased by $11.5 million, or 10.5%, from a beginning net position of $110.0 million. The increase is largely a result of the collection of revenues needed to fuel future utility infrastructure and improvements. In fiscal year 2018-19, enterprise operations produced total operating revenue (consisting largely of revenues from charges for services) of $42.5 million, marking a mild (less than 1%) decrease from fiscal year 2018-19 operating revenues. The water utility showed the biggest boost in revenues (an increase of slightly over $1 million - 5.6%), as the last of a series of rate increases was implemented January 1, 2019. Building activities showed the largest revenue decrease ($1.2 million, or 27.0%) due largely to the collection of construction permitting fees on large development projects in the prior year. Other business type activity revenues were relatively flat. Business -type expenses totaled $31.1 million. Operating expenses for these activities increased by $1.4 million, or 4.7%, from prior year expenses of $29.7 million. This increase was largely attributable to expenses incurred with Building activities. Although personnel costs remained fairly consistent, large development projects created the need for a higher utilization of contractual services in the area of construction inspections. The changes in net position reflected a healthy increase for these enterprise activities. Unlike the governmental activities, program revenues cover total expenses in the business -type activities, with no contribution from City taxes. The City is able to adjust water, sewer, solid waste, parking rates, and building permit fees to cover expenditures and future liabilities. 11 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Financial Analysis of City Funds Governmental Funds The Governmental Funds financial statements provide information on the short-term inflows, outflows, and balances of resources that are available for spending over the 12 -month fiscal period. The goals of the funds are to have sufficient resources available to finance City services within each fiscal year. In particular, the unassigned fund balance may serve as a measure of City funds that are available for spending in the short-term. The General Fund, Capital Projects Fund, Storm Drainage Fund, and the Debt Service Fund, or collectively, the 'major funds,' are reported separately in the basic Financial Statements. A separate accounting of the City's ten non -major governmental funds can be found in the Combining Statements located in the Other Supplementary Information section of the CAFR. Total Governmental Funds (Amounts In Millions) 6/30/2019 7/1/2018 COange - Net' Net Position/Fund 6/30/2019 Net Position/Fund 7/1/2018 P9siUon/Fund Fund Description Balance Nonspendable Balance NonspendableBalance General Fund $49.17 $0.04 $36.37 $0.06 ,, $12,80 Capital Projects 56.56 - 52.80 AIN 3.76 Storm Drainage 5.57 - 4.20 1.37 Debt Service Fund 8.00 - 9.19 Non -Major Funds 9.55 - 8.94 -� = 0.61 + $128.85 $0.04 $111.50 $0.06 $17.36 Total The General Fund is the City's main operating fund. Revenues and expenditures are monitored year-round to maintain a balanced budget. General Fund revenues totaled $84.5 million in fiscal year 2018-19, reflecting a $12.8 million (17.9%) increase from the prior year's performance of $71.2 million. Expenditures totaled $55.8 million, which is $2.1 million more than in the prior year. Revenues less operating expenditures before transfers were $28.8 million. The General Fund transferred $4.7 million out to the Debt Service Fund to pay for governmental debt, and $13.6 million to the Capital Projects Fund. The large contribution for capital spending was approved to pay for project -related expenditures ($10.9 million), and to bolster the Capital Investment Reserve ($3.0 million) established in past fiscal years in recognition of the City's large backlog of facility needs. Detailed notes on the transfers can be found in the Interfund Transfer section (Note 4) in the Notes to the Basic Financial Statements. The General Fund balance as of June 30, 2019 was $49.2 million, representing an increase of $12.8 million from the prior year fund balance of nearly $36.4 million. The City Council assigned $21.6 million as reserves for specific purposes as described in Note 12 of the Notes to the Basic Financial Statements, and approximately $245,000 represents contractual obligations (encumbrances) and reappropriations of specific program funding that will carry forward to the next fiscal year. $7.5 million of the ending General Fund balance reflects the amount of cash and investments restricted as to use for specific purposes -this is the amount held in the City's § 115 Trust Fund to pay required future pension contributions attributable to governmental funds. The remaining $20.1 million represents unassigned amounts. Capital Projects Fund The Capital Projects Fund accounts for the resources used to acquire, develop, and construct capital improvements or to purchase major capital equipment for governmental activities. The City capitalizes 12 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 equipment with a cost basis of at least $5,000 and that has an estimated useful life in excess of one year. Structures, improvements, and infrastructure with a value of at least $250,000 are also capitalized. All capital assets are valued at historical cost. Major outlays for capital assets and improvements are capitalized as projects are constructed. For more information on capital assets, please refer to the Notes to the Basic Financial Statements under Capital Assets (Note 5). The Capital Projects Fund had revenues of nearly $545,000, which is nearly $950,000 lower than the prior year. The lower amount was largely due to the $790,000 decrease in grant reimbursements when compared to the prior year. In fiscal year 2018-19, projects were financed mainly by nearly $19.3 million in transfers from otherfunds to support ongoing construction costs and to support previously appropriated projects. In addition to the General Fund contribution of $13.6 million, $3.5 million of Storm Drain bond proceeds, $1.7 million from the Measure A and Gas Tax special revenue funds, and $383,000 of Development Impact fees were transferred into the Capital Projects Fund. Capital project expenditures totaled nearly $16.1 million, an increase of $5.9 million from prior year expenditures. The Capital Projects fund balance at the end of the fiscal year was $56.6 million, an increase of $3.8 million from the prior year ending balance. Other than the $28.8 million reserve for Capital Investment, which was increased by $3.0 million during the fiscal year, the entire fund balance is assigned for the construction of specific capital projects. During fiscal year 2018-19, major governmental capital projects exceeding $1.0 million in current year spending included the following: California Drive Roundabout - $2.8 million After years of community outreach meetings and design, this $4.3 million project was completed early in 2019. The project consisted of constructing a traffic roundabout at the intersection of California Drive, Bellevue Avenue, and Lorton Avenue. The goal of the project was to implement traffic calming and safety improvements in order to facilitate safe access and improve traffic circulation for pedestrians, bicyclists, and motor vehicles in the area proximate to the Burlingame Avenue downtown businesses, Auto Row, and the Caltrain Station. The project included new sidewalks, storm drainage improvements, landscaping/green street infrastructure elements, and improved street lighting. • Community Center Master Planning - $2.3 million The City Council approved the Master Plan for the Burlingame Community Center in July 2014. Since that time, the City Council has held study sessions, and input has been gathered through an Advisory Committee, at Planning Commission and Parks and Recreation Commission meetings, as well as at community meetings and public events. Early this past fiscal year, the City Council adopted the Initial Study/Mitigated Negative Declaration and Mitigated Monitoring Report Program, and the project planning culminated in the completion of approval of the Schematic Design and Phasing Plan for the New Community Center. A ceremonial groundbreaking for the project was held in June 2019, and building construction is expected to start in the Spring of 2020. • Neighborhood Storm Drain Project #10 - $1.4 million This project focused on areas that were identified and impacted by the 2017 winter storms. Improvements increased storm drain capacity and greatly reduced the potential of future localized flooding in the residential areas. CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 • EI Portal Creek, Trousdale Channel Rehabilitation Project #10 - $1.3 million This project repaired the existing concrete lined channel that had moderate damage due to normal wear and tear. The repair will prolong the life of the storm drain channel. • Of the $3.6 million spent on Parks & Recreation projects, nearly $1.4 million was expended on completing renovations at Murray Field. The $2.2 million project allowed the newly turfed field, which is frequently used by AYSO, club soccer, and club lacrosse teams, to reopen in September 2018. $770,000 was spent on the complete renovation of Ray Park, and $550,000 was expended on the continued Aquatic Center pool renovation project. Other General Governmental projects, including facilities and technology projects and studies, accounted for an additional $1.3 million in spending in the 2018-19 fiscal year. Of these many projects, the New Financial System project was advanced with current year costs of $323,000. The City selected the software vendor, and staff embarked on preparing for Phase I (Financial modules) implementation in October 2019. The project includes Human Resource Management and Utility Billing modules, which will be implemented in fiscal year 2019-20. The total project cost is anticipated to be $910,000. Debt Service Fund The Debt Service Fund is used to account for resources used to repay general long-term debt and to record the payment of principal and interest as well as other expenditures related to debt administration. Principal payments on outstanding debt reduced general government debt by over $2.6 million. The General Fund contributed nearly $4.7 million to the Debt Service Fund for governmental debt service payments, including $2.0 million to support the anticipated issuance of bonds to fund the construction of the new Community Center. The Storm Drainage Fund paid the $1.9 million required to meet obligations relating to the Storm Drain Revenue Bonds. Taxable Build America Bonds comprised a significant portion of the 2010 Storm Drain Bonds; the Internal Revenue Service provided an annual interest subsidy of approximately $156,000 for this issuance. Debt service expenditures represent principal payments, interest charges, and administrative costs of debt such as fiscal agent fees on existing governmental debt. A more detailed description of the City's outstanding debt and the long-term obligations associated with each issue can be found in the Notes to the Basic Financial Statements under Long -Term Debt (Note 6). Storm Drainage Fund The Storm Drainage Fund was added as a special revenue fund in fiscal year 2009-10 to fund needed improvements to the City's infrastructure and to pay debt service on certain revenue bonds issued to fund storm drain capital projects. The voter -approved initiative requires that the funds be accounted for separately, given their intended purpose. The voters approved the new fee in May 2009, and revenues are collected through an assessment on property tax bills. The storm drain fee will sunset after 30 years. Neighborhood storm drainage improvements continued in fiscal year 2018-19. The storm drain fee generated about $2.9 million in revenue. The funds are dedicated to debt service on the use of storm drain revenue bonds and to fund improvements on a pay-as-you-go basis. Revenue bonds issued with a pledge of storm drain fee revenues are used as a funding source for these projects in the Capital Projects Fund. 14 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 The fund balance increased by nearly $1.4 million during the fiscal year, as revenues from storm drain fees and interest earnings were adequate to fund the $1.9 million debt service expense for the fiscal year. Non -Major Governmental Funds Fiscal year 2018-19 marked the first full year of SB1 funding - the 2017 Road Repair and Accountability Act (SB1) allocations from the State. Gas Tax revenues increased nearly $392,000 (to nearly $1.2 million) due to S61 inflows. While Measure A revenues remained heathy, a slight decline in this funding source ($51,000) was experienced from the prior year. Together, Measure A and Gas Tax Funds provided over $1.7 million of traffic and street improvements. Non -major governmental fund balances in total increased approximately $0.6 million, or 6.7%, during the fiscal year. As these funds are largely utilized for capital projects, it is fitting that they accumulate to significant amounts before being appropriated to capital projects as intended. For example, although annual expenditures of Measure A and Gas Tax Funds account for the majority of the City's nonmajor governmental funds' expenditures and other financing uses, the Development Fees Fund holds the preponderance ($6.4 million) of the total $9.5 million nonmajor governmental funds' balance. Proprietary Funds The City's proprietary fund statements provide the same type of information found in the government - wide financial statements. Proprietary funds consist of the City's six enterprise funds (Water, Sewer, Waste Management, Landfill, Parking, and the Building Enterprise funds) and six Internal Service Funds (General Liability, Workers' Compensation, Facilities Services, Equipment Services, OPEB, and Information Technology Services funds). Operations of the City's Enterprise funds are accounted for as business activities. Total Enterprise Funds (Amounts In Millions) 6/30/2019 7/1/2018 Yr -over -Yr 6/30/2019 Net Investment 7/1/2018 Net Investment Change - Net Fund Description Net Position in Capital Assets Net Position in Capital Assets Position Water $31.19 $16.03 $26.67 $14.66 $4.52 Sewer 62.73 46.02 59.07 44.26 3.65 Waste Management 3.96 - 3.86 - 0.10 Landfill (1.46) - (1.77) - 0.30 Parking 16.72 7.44 14.86 7.16 1.86 Building 8.40 1 - 7.31 1 - 1.09' 1 $121.53 1 $69.49 $110.00 1 $66.08 $11.52" Total Water Fund The Water Fund continues to maintain a stable financial position despite considerable variability in water consumption and wholesale costs over recent years. As a result of the end of six consecutive years of drought in the winter of 2017, water consumption increased and has stabilized over the past two years, though certainly not to the level of pre -drought years. Assisted by 7.5% rate increases for each of the last three consecutive years (the last approved rate increase was effective starting January 1, 2019), the revenues of the utility increased by over $1.0 million (5.6%) in the 2018-19 fiscal year. Operating expenses 15 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 of the fund increased by $223,000, due largely to higher depreciation charges as capital asset projects are completed. The City continues to invest in updates to the aging water system. Total spending on capital projects (nearly $2.0 million) included $1.6 million for completion of the Shoreland Subdivision Water Improvements, South Rollins Road project. The project consisted of replacing 4200 linear feet of pipelines originally installed in 1928. Residents in the surrounding area saw improved water quality, fire flow, and water pressure to their homes. The net position of the Water Enterprise Fund increased by $4.5 million, to $31.2 million. The largest portion of net position ($16.0 million) relates to the net investment in capital assets, representing 51.4% of the utility's total net position. Approximately 25.5% of the fund's net annual revenue is irrevocably pledged to the prompt payment of debt service relating to future payments of principal and interest on revenue bonds previously issued. Water Fund Historical Financial Performance Last 5 Fiscal Years Millions --*—Total Revenue: —E -Total Expenses: --AP—Net Position, excluding net investment in capital assets and capital projects: $20 $18 $16 $14 $12 - - - --- - -- $10 $8 $6 ---- -- -- -- $4 $2 $0 FY15 FY16 FY17 FY18 FY19 Sewer Fund The Sewer Fund continues to be financially stable as in the prior year. The fund's overall net position (including capital assets) increased from slightly over $59 million to $62.7 million due largely to operating income. A concerted effort to increase the fund's net investment in capital assets through improvements to the City's waste water collection system and the treatment plant will advance the fund's position further in the near future. Note that the largest portion of net position ($46.0 million) relates to this net investment in capital assets, representing 73.4% of the utility's total net position. Approximately 31.9% of the fund's net revenue is irrevocably pledged to the prompt payment of debt service relating to future payments of principal and interest on revenue bonds previously issued. 16 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 As a large portion of sewer charges are based on water consumption, sewer service revenues decreased slightly (<1%). There has been no annual rate increase for sewer service imposed in calendar years 2012 through 2019. Total operating expenses of the Sewer Fund, however, increased 6.9%, largely in the area of supplies and materials. As with the Water Fund, the Sewer Fund will also finance future capital improvements on a pay-as-you-go basis. The adopted budget for fiscal year 2018-19 included a set-aside of $5.2 million to pay for capital improvements to the Burlingame Wastewater Treatment Plant and repair and maintenance of the sewer collection system. Total actual spending on capital projects was significantly less ($1.9 million), as planning and design of major projects to be constructed in subsequent fiscal years proceeded. Capital spending for the year included $924,000 for progress on the Easton Addition, Ray Park and Neighborhood Sewer Rehabilitation project; and $430,000 to relocate an existing sanitary sewer main with 730 linear feet of new pipe in the residential area between Carolan Avenue and Rollins Road. Sewer Fund Historical Financial Performance Last 5 Fiscal Years Millions -*—Total Revenue: =4* -Total Expenses: —d -Net Position, excluding net investment in capital assets and capital projects: $18 $16 $14 $12 $10 $8 $6 $4 $2 $0 FY15 FY16 FY17 FY18 FY19 Parking Fund The objectives of the Parking Fund are to cover the costs of operating and improving the City's parking districts and to produce sufficient revenue to re -invest in the capital assets of the Burlingame and Broadway Avenue shopping districts, which are served by the City's parking lots. The fund's overall ending net position, including capital assets, increased nearly $1.9 million over the prior year ending net position of $14.8 million. Because much of the fund ($7.4 million) is invested in capital assets, the increase is reported in unrestricted net position, and largely reflected in higher cash balances. 17 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Revenue in the Parking Fund was fairly level with the prior year, decreasing $48,000 (<2%). This stabilization reflects a familiarity with the change from regular coin meters to smart meters in the summer of 2016, which served to increase parking activity over the last two fiscal years. Operating expenses decreased by 12%, as equipment maintenance costs went down with the newer equipment, and supplies and credit card fees leveled off somewhat. Investment income of $344,000 on the fund's cash reserves helped bolster the fund's ending net position. Waste Management and Landfill Funds The City is a member of the South Bayside Waste Management Authority (SBWMA), a joint powers authority that contracts with external vendors for solid waste collection and disposal as well as collection of inert recyclable materials, yard waste, and other organic materials. The Waste Management Fund accounts for certain other services that the City provides or pays for directly. The costs of these services, which include the cleaning of sidewalks, parking lots, and garbage cans/liners, hazardous waste disposal, and street sweeping, are built into garbage collection rates for both residential and commercial customers. Operating revenues of the Waste Management fund totaled $0.7 million. This amount is only slightly lower than that reported in the prior fiscal year, as the revenues that previously fueled the fund's rate stabilization reserve were needed to first pay the growing contractual services of collection, recycling, and disposal. Although operating expenses exceeded operating revenues of the fund, investment income allowed a slight increase in the fund's ending net position. The City Council approved rate increases of 6% for the next three calendar years beginning January 1, 2019 in order to mitigate continued draws on the rate stabilization reserve, and to bolster the fund in anticipation of cost increases in waste management contracts in calendar year 2021. A surcharge on garbage collection rates funds the costs associated with the long-term monitoring requirements ofthe former city landfill. The surcharge yielded $483,OOOinfiscal year 2018-19. The Landfill Fund continues to report a deficit position of nearly $1.5 million due to the status of the City's obligation to mediate closure and post -closure activities relating to the City's old landfill. On an annual basis, the City reports to CalRecycle (Department of Resources Recycling and Recovery) the estimated costs of post - closure and corrective action as adjusted for inflation and current year expenditures pertaining to mediation. The landfill closure and post closure liability increased slightly ($59,000) during the fiscal year due largely to the inflationary factors prescribed by CalRecycle, but the fund's ending net position increased by $315,000 (17.7%) when compared to the prior year as expenses were kept to a minimum. Internal Service Funds The Internal Service Funds (ISFs) are allocated among the City's various functions and are therefore considered to account for governmental activities for financial statement purposes. The internal service funds as a whole experienced an increase in net position of nearly $1.7 million, but this amount reflects a wide variation in the change of net position of the various funds. The General Liability fund net position increased $1.2 million, with significant decreases in liabilities when compared to the prior year, and no large claims pay -outs. (Claims and litigation liabilities were adjusted based on an actuarial study completed in June 2019). The OPEB fund, which accounts for the cost of the City's retiree medical program, shows a balance of $198,000 due to amounts accrued for contribution to the OPEB trust fund, but not yet paid out at the end of the fiscal year. Although the Facilities Services ISF showed an increased net position from operations, the fund's negative net position reflects the inclusion of large net OPEB liabilities in the fund's balance sheet in the prior fiscal year. The costs of the services provided by these funds are carefully monitored, and the charges to the departments are adjusted each fiscal year as appropriate. 18 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 General Fund Budgetary Highlights Detailed information on budget variances can be found in the General Fund Statement of Revenues, Expenditures and Changes in Fund Balance, Budget and Actual. The adopted fiscal year 2018-19 General Fund budget assumed moderate gains in operating revenue, based on the continued economic growth evidenced in recent years. Noting the addition of Measure I sales/use tax to the General Fund revenue mix, revenue growth of 6.3% was forecast over the revenues anticipated in the prior year's adopted budget. Final collections totaled over $84.5 million, an increase of $12.8 million (17.9%) over actual General Fund revenues experienced in fiscal year 2017-18. Several key revenue budgets were adjusted upward (by $3.6 million total) at mid -year to reflect improvements in General Fund receipts. Still, overall revenues exceeded the year's adjusted budget by 7.7% (over $6.0 million). Two line items account for $4.6 million of this positive variance: greater -than - anticipated sales tax receipts ($2.3 million) and the unanticipated surge in the market value of the City's portfolio, reported as investment income. City of Burlingame Historical General Fund Revenues (Amounts In Millions) The performance of the top three revenue sources compared to the adjusted budget is as follows: Sales and use tax revenue ended the year at $17.8 million, approximately $5 million higher than in the prior year, and over $2.3 million higher than forecast in the adjusted budget. $2.5 million of the total receipts were the result of the full first year of the City's Measure I transaction tax - a retail transactions and use tax ofX percent—that came in higher than the $2.1 million anticipated. All sales and use tax receipts exceeded expectations due to several positive, but one-time occurrences: o Sales tax receipts were generally inflated when compared to the prior fiscal year due to the State's transition to a new reporting system, which temporarily delayed distributions to the City for transactions occurring in the first half of 2018. o Revenues from transactions in the City's largest sector — Autos and Transportation — jumped 25.5% (over $1.0 million), as large back -orders from a major manufacturer were resolved in the latter half of 2018. o An increased tax allocation in the Building and Construction sector ($490,000) was the result of the Burlingame Point Development. o Taxable transactions from the Fuel and Service Stations sector jumped 162.7%, or $567,000, compared with the prior year, in part due to the higher fuel prices, but largely because of the addition of a new fuel distributor in the city. 19 FYls FY16 FY17 FY18 FY19 Total Revenue $61.91 $66.16 $68.04 $71.72 $84.54 Dollar Change 6.28 4.25 1.89 3.68 12.82 Percentage Change 11.29% 6.86% 2.85% 5.40% 17.87% The performance of the top three revenue sources compared to the adjusted budget is as follows: Sales and use tax revenue ended the year at $17.8 million, approximately $5 million higher than in the prior year, and over $2.3 million higher than forecast in the adjusted budget. $2.5 million of the total receipts were the result of the full first year of the City's Measure I transaction tax - a retail transactions and use tax ofX percent—that came in higher than the $2.1 million anticipated. All sales and use tax receipts exceeded expectations due to several positive, but one-time occurrences: o Sales tax receipts were generally inflated when compared to the prior fiscal year due to the State's transition to a new reporting system, which temporarily delayed distributions to the City for transactions occurring in the first half of 2018. o Revenues from transactions in the City's largest sector — Autos and Transportation — jumped 25.5% (over $1.0 million), as large back -orders from a major manufacturer were resolved in the latter half of 2018. o An increased tax allocation in the Building and Construction sector ($490,000) was the result of the Burlingame Point Development. o Taxable transactions from the Fuel and Service Stations sector jumped 162.7%, or $567,000, compared with the prior year, in part due to the higher fuel prices, but largely because of the addition of a new fuel distributor in the city. 19 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 • Transient occupancy tax revenue for the year increased nearly 5.2% over prior year results, 3.1% higher than forecast at midyear, due to continued high occupancy and room rates at Burlingame's twelve hotels (3,709 rooms). • Property tax revenues came in slightly under budget (< Y2%), reflecting an increase of nearly 8.0% over prior year results. These General Fund revenues are expected to remain relatively strong over the next fiscal year. Burlingame's fiscal health relies largely on growth in assessed property values, continued health in the travel and tourism industry, and increased consumer confidence. City of Burlingame Historical General Fund Expenditures (Amounts In Millions) FY15 FY16 FY17 FY18 FY19 Total Operating Expenditures $44.41 $47.46 $49.71 $53.64 $55.76 Dollar Change 4.27 3.05 2.25 3.93 2.12 Percentage Change 10.63% 6.88% 4.74% 7.91% 3.96% The fiscal year 2018-19 adopted General Fund budget assumed operating expenditures of nearly $58.3 million, a growth of 3.7% from the prior year budget. During the fiscal year, the City had few significant budget adjustments; budgets were closely monitored City wide, as reflected in positive budget variances in all functional areas. Actual expenditures totaled $55.8 million; total budgetary (expenditure) savings for the fund were nearly $2.9 million, or 4.9%. General Fund Historical Revenues & Expenditures Last 5 Fiscal Years Millions -O-Total Revenue itTotal Operating Expenditures $90 - $85 $80 $70 - -- $65 _ $60 -- - - $55 $50 --- - - $45 - $40 - $35 ------- ---- -- $30 $30 $25 $20 $15 $10 - $5 - - - $0 FY15 FY16 FY17 FY18 FY19 20 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 General Fund Reserve Policy The chart below illustrates the amounts of General Fund balance assigned as various reserves for the past five years. In January 2015, the Council adopted a General Fund Reserve Policy that established reserve levels based on an analysis of risks specific to the City, including vulnerability to extreme events and public safety concerns, revenue source stability, expenditure volatility, liquidity, leverage, and adequacy of infrastructure funding. The policy established targeted levels for an Economic Stability Reserve and a Catastrophic Reserve (24% and 2%-9% of budgeted revenues, respectively), as well as a Contingency Reserve amount of $0.5 million. Based on an updated risk analysis, the policy was revised in October 2015 to replace the initial range for the Catastrophic Reserve to a fixed $2 million. The actual reserve levels are adopted by resolution with each annual budget but may be modified by resolution throughout the year based on recommendations by the Finance Director as economic forecasts or other changes dictate. Each reserve is reported as an assignment of the City's General Fund balance. City of Burlingame City Council Assigned General Fund Reserves (Amounts In Millions) Economic stability Reserve Catastrophic Reserve OPEB Reserve General Plan Reserve Contingency Reserve Total Reserves Encumbrances and Reappropriations Total Assigned Fund Balance FY15 FY16 FY17 FY18 FY19 $13.30 $15.70 $16.20 $16.91 $18.84 4.50 2.00 2.00 2.00 2.00 0.50 0.50 0.50 0.50 0.50 18.30 18.20 18.70 19.41 21.34 0.47 0.44 0.69 0.52 0.24 $18.77 $18.64 $19.39 $19.93 $21.58 As a measure of the General Fund liquidity, it is useful to compare its unrestricted fund balance (including commitments and assignments of fund balance) to annual operating expenditures. As of June 30, 2019, the unrestricted fund balance of $41.7 million ($49.2 million less non -spendable and restricted fund balance of $7.5 million) represents 74.8% of General Fund operating expenditures of $55.8 million. 21 City of Burlingame General Fund Balance as a Percentage of 0perating Expenditures (Amounts In Millions) FY15 FY16 FY17 FY36 FY19 Expenditures: $44.41 $47.46 $49.71 $53.64 $55.76 Fund Balance: 29.46 29.98 33.27 36.37 49.17 % of Expenses: 66.3% 63.2% 66.9% 67.8% 88.2% 21 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Capital Assets and Debt Administration Capital Assets Improvements that lengthen an asset's useful life are not capitalized unless the improvements increase its service potential. Furthermore, maintenance costs are expensed in the period incurred. The City maintains an inventory of roads and parking lots and performs periodic assessments to establish the condition levels. The City uses the modified approach for roads and parking lots as an alternative to depreciation. Additional information can be found in the CAFR's Required Supplementary Information, Note 4 - Modified Approach for the City's Infrastructure. As reported in the Statement of Net Position, capital assets for the governmental and business -type activities totaled $238.9 million on June 30, 2019, net of depreciation, increasing 5.4% from the prior fiscal year. The investments in capital assets include: land, construction in progress, buildings, improvements, machinery and equipment, facilities, roads, streets, utilities infrastructure, and storm drains. Capital Assets, Net of Accumulated Depreciation June 30, 2019 (Amounts In Millions) Governmental Activities Business -Type Activities 2019 2018 % Change 2019 2018 % Change Land and other assets not being depreciated $46.16 Facilities, infrastructure 2019 $43.99 4.93% $13.93 $10.80 29.0% $60.09 Total 2018 $54.78 and equipment $83.87 $74.15 13.12% $94.90 $97.70 -2.9% $178.78 $171.84 Total $130.03 $118.13 10.1% $108.84 $108.49 0.3% $238.86 $226.63 % Change 9.68% 4.03% 5.4% All depreciable capital assets were depreciated from their acquisition date to the end of the current fiscal year for the government -wide financial statement presentation. Governmental fund financial statements record capital asset purchases as expenditures during the year. Ongoing projects are accounted for as "construction in progress." Additional information about Capital Assets can be found in the Notes to the Basic Financial Statements under Note 5 — Capital Assets. 22 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Long -Term Obligations Bonds Due in More than One Year Bonds Due Within One Year Claims and Litigation Landfill Closure Outstanding Long -Term Obligations June 30, 2019 (Amounts In Millions) Governmental Activities 2019 2018 % Change $43.28 $46.13 -6.2% 2.60 2.47 5.3% 6.51 6.67 -2.4% 0.0% Net OPEB Liability (1) 30.59 31.46 -2.8% Net Pension Liability 55.04 55.25 -0.4% Compensated Absences 2.48 2.45 1.3% -7.9% Total: $140.50 $144.43 -2.7% Business -Type Activities Total 2019 2018 % Change 2019 2018 % Change $38.24 $41.50 -7.9% $81.52 $87.63 -7.0% 2.61 2.53 3.4% 5.21 5.00 4.3% - - 0.0% 6.51 6.67 -2.4% 3.29 3.23 1.8% 3.29 3.23 1.8% 7.24 7.45 -2.8% 37.82 38.92 -2.8% 10.43 10.66 -2.2% 65.46 65.90 -0.7% 0.00 0.33 -100.0% 2.47 2.77 -10.9% $61.80 $65.69 -5.9% $202.29 $210.12 -3.7% Note: During fiscal year 2017-18, the City imple me nted GAS B State me nt No. 75, which requires the recording of net OPEB I i a bi I ity and re I ated deferred inflows and outflows of resources on the financial statements. As of June 30, 2019, the City had total long-term obligations of $202.3 million, a decrease of $7.8 million from the prior year. Bonded debt outstanding was reduced by $5.9 million due largely to regular debt service payments. More than half ($44.3 million) of the City's total long-term outstanding debt relates to storm drain revenue bond financing and other governmental activities; the remainder ($37.2 million) is comprised of loans and revenue bonds previously issued to support various capital projects overseen by the Water and Sewer enterprises. Short of additional debt financings, bonded debt obligations will decrease overtime as principal amounts are paid off. In addition, the City has several other long-term obligations. Landfill closure and post -closure liabilities are determined in order to capture the estimated cost of municipal solid waste landfill closure and post -closure care as required by federal and state regulations. Funds are set aside to ensure adequate funding for the post -closure costs of the former Burlingame landfill, including the annual costs of monitoring and maintenance as the costs are incurred. Funding for this liability is currently provided through a portion of solid waste rates charged to City ratepayers. Additional information about the City's long term debt and other obligations can be found in the Notes to the Basic Financial Statements under Note 6- Long Term Debt and Note 7 - Other Long -Term Liabilities. The City's OPEB liabilities, which are comprised of retiree healthcare benefits, continue to be funded from a surcharge on each payroll. The cost of the City's former retiree medical benefits program is charged to all operations as a percentage of payroll, calculated to yield the actuarially determined contribution (both normal and accrued liability costs) of the plan. The proceeds of this surcharge are used first to pay actual retiree medical costs on a pay-as-you-go basis; remaining funds are deposited to a trust account established in 2013 for the purpose of funding the OPEB liabilities. As of the end of the fiscal year, there was a balance of nearly $20.3 million in the California Employers' Retiree Benefit Trust, serving to offset the total liability. As there will be no new members added to this benefit plan - the City now offers a defined contribution plan for retiree health costs to its employees - this liability will be fully funded in 16 years. As of June 30, 2019, the net OPEB liability for the City was computed to be $37.8 million. 23 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 The City's Statement of Net Position also reflects unfunded pension liabilities. Governmental accounting standards require the City to compute its unfunded liabilities by ascertaining "net pension liability" or the difference between a plan's total pension liability and the assets available to pay for such liability at a specific time. As of June 30, 2019, the net pension liability for the City was computed to be $65.5 million, a slight decrease over the prior year. Concerned over growing pension liabilities and in response to the sharply increasing employer rates to support the pensions provided by CalPERS, the City implemented a plan, beginning in fiscal year 2017-18, to annually set aside additional funding in a § 115 Trust, at a rate that would smooth the projected increased employer contributions to CaIPERS over the next 10-15 years. The balance in the pension trust fund as of June 30, 2019, was slightly over $8.7 million. Unlike contributions to the OPEB trust fund, these contributions are not shown as expenditures, and cannot be used to offset the liability as shown in the financial statements. Rather, amounts in the pension trust fund are reflected in each operating fund as restricted cash and investments. A detailed explanation of the changes in the pension liabilities associated with the City's Safety and Miscellaneous Employee pension plans can be found in the Notes to the Basic Financial Statements under Notes 9 and 10, respectively. Economic Factors and Next Year's Budget and Rates The following factors were taken into consideration in preparing the fiscal year 2018-19 budget Revenue Projections: Each year, City staff prepares a five-year forecast of revenues and expenditures for the General Fund early in the budget process. The adopted budget for fiscal year 2019-20 assumed only a slight growth in total General Fund revenues, as one-time aberrations in sales tax are concluded and the closure of the Burlingame Recreation Center brings anticipated declines to the revenues derived from the City's recreation services. However, most other revenues were forecasted to reflect moderate growth from the prior year adopted budget, largely due to positive changes in the economy evident in the 2018- 19 fiscal (prior) year to date. Expenditures: General Fund operating expenditures are expected to grow approximately 2.7%. Fiscal year 2019-20 departmental budgets of $60.3 million provide for increases in pension costs (reflected not only in the City's personnel budgets but also in the cost of Central County Fire Department services as well), and increased contributions to employees' Health Reimbursement Accounts (HRAs), negotiated in recent labor negotiations. In addition, the fiscal year 2019-20 General Fund Budget allows for a $6.5 million transfer to the Capital Investment Reserve within the Capital Projects Fund, compared to the fiscal year 2018-19 transfer of $3 million. Overall appropriations including transfers ($74.4 million) reflect an 8.7% increase from the fiscal year 2018-19 adopted budget. In addition to the set-aside for the Capital Investment Reserve, the amount of contributions to the § 115 Trust fund established to smooth future pension rate increases from CalPERS was determined to be $3.4 million City wide for the 2019-20 fiscal year. The General Fund contribution to this additional funding is $2.9 million. General Fund Capital Improvements: The City Council earmarked nearly $8.0 million in the 2019-20 fiscal year General Fund budget for capital improvements in the Five Year CIP Plan, including $3.3 million for parks projects and $2.7 million for streets and sidewalk infrastructure improvements. 24 CITY OF BURLINGAME, CALIFORNIA MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Water and Sewer Rate Adjustments: The most recent rate study for the water utility was completed in the fall of 2016. At that time, the drought that had begun in 2011 had worsened, and state-wide water restrictions had reduced water consumption to record lows. Based on the increased cost of water purchased from the San Francisco Public Utilities Commission (SFPUC), and to upgrade and maintain the aging water system, the City approved water rates increases for each of the years beginning January 1, 2017, 2018, and 2019. The winter of 2016-17 turned out to be the wettest on record in Northern California, and consumption has trended upward since that time, easing the cost of wholesale water for both water and sewer operations for the City. Beyond the water utility rate increases approved in 2016, no further rate adjustments are foreseen for the water utility at this time. However, rates for the sewer utility have not been adjusted since 2012. A rate study is anticipated for this utility in the coming fiscal year. Solid Waste Rate Adjustments: The City provides solid waste services through a joint exercise of powers agreement (JPA) and a franchise with a private contractor. Rates are adjusted each calendar year based on updated costs of solid waste collection and material processing service, including landfill post -closure costs, street sweeping, recycling, and other diversion programs. Due to significant upheaval in global market conditions for recyclables, changes in both commercial and residential waste streams, a scarcity of landfill options, and increased diversion requirements and environmental regulation from the State, the cost of solid waste services has risen in recent years. Although a rate stabilization reserve within the City's Solid Waste Fund has allowed services to continue without a rate increase since 2012, solid waste rate increases of 6% were approved for each of the three calendar years 2019, 2010 and 2021. Requests for Information The financial report is designed to provide Burlingame's citizens, taxpayers, investors, and creditors with a general overview of the City's finances and to demonstrate the City's accountability for the money it receives. Individuals are encouraged to make inquiries or requests for additional financial information at: Burlingame Department of Finance City Hall 501 Primrose Road, Burlingame, CA 94010 (650)558-7200 25 Comprehensive Annual Financial Report June 30, 2019 CITY OF BURLINGAME, CALIFORNIA STATEMENT OF NET POSITION June 30, 2019 ASSETS Cash and investments Receivables (net of uncollectible amounts) Due from consumers Due from other governments Other receivables Inventory Prepaid items and deposits Cash and investments, restricted Internal balance Capital assets: Land and other assets not being depreciated Facilities, infrastructure, and equipment, net of depreciation Total assets DEFERRED OUTFLOWS OF RESOURCES Deferred amount of bond refunding Deferred outflows related to OPEB Deferred outflows related to pension Total deferred outflows of resources LIABILITIES Accounts payable Retentions payable Accrued payroll Accrued interest Deposits Unearned revenue Claims and litigation Due in one year Due in more than one year Compensated absences Due in one year Due in more than one year Landfill closure and post closure costs Due in one year Due in more than one year Long-term debt Due in one year Due in more than one year Net OPEB liability, due in more than one year Net pension liability, due in more than one year Total liabilities DEFERRED INFLOWS OF RESOURCES Deferred inflows related to OPEB Deferred inflows related to pension Total deferred inflows of resources NET POSITION Governmental Business -Type 69,493,538 Activities Activities Total $ 133,854,283 $ 67,530,768 $ 201,385,051 6,581,230 6,129,756 12,710,986 1,470,021 349,363 1,819,384 990,309 301,023 1,291,332 53,072 419,719 53,072 4,341 1,509,359 4,341 13,650,056 1,500,855 15,150,911 4,554 (4,554) 15,485,292 46,155,944 13,932,196 60,088,140 83,871,742 94,903,650 178,775,392 286,635,552 184,643,057 471,278,609 1,060,768 1,060,768 4,693,742 1,111,034 5,804,776 11,530,869 1,973,644 13,504,513 16,224,611 4,145,446 20,370,057 2,559,030 2,727,642 5,286,672 324,748 54,574 379,322 596,795 596,795 663,456 523,191 1,186,647 2,788,754 1,462,684 4,251,438 63,069 43,541 106,610 1,500,800 1,500,800 5,007,200 5,007,200 470,420 41,443 511,863 2,009,272 310,325 2,319,597 219,162 219,162 3,068,272 3,068,272 2,602,529 2,611,500 5,214,029 43,275,686 38,239,560 81,515,246 30,591,872 7,241,263 37,833,135 55,038,308 10,425,662 65,463,970 147,491,939 66,968,819 214,460,758 142,400 33,708 176,108 2,117,819 248,293 2,366,112 2,260,219 282,001 2,542,220 Net investment in capital assets 98,574,670 69,493,538 Restricted for: Pension and employee benefit program 7,734,857 1,042,881 Debt service 6,001,425 Capital projects 5,570,228 14,442,411 Development fees 6,371,486 Burlingame Avenue Special Assessment District 419,719 Shuttle, Access TV and community programs 1,509,359 Street and sidewalk repair and maintenance 1,245,150 Total restricted net position 28,852,224 15,485,292 Unrestricted 25,681,111 36,558,853 Total net position $ 153,108,005 $ 121,537,683 See accompanying Notes to the Basic Financial Statements 27 168,068, 208 8,777,738 6,001,425 20,012,639 6,371,486 419,719 1,509,359 1,245,150 44,337,516 62,239,964 $ 274,645,688 CITY OF BURLINGAME, CALIFORNIA Statement of Activities For the year ended June 30, 2019 General revenues: Taxes: Property taxes Sales taxes Transient occupancy tax Othertaxes Other general revenue Total general revenues Investment income (expense) Transfers Total general revenues and transfers Change in net position Net position - beginning Net position - ending See accompanying Notes to the Basic Financial Statements 28 Program Revenues Operating Capital Charges for Grants and Grants and Functions/Programs Expenses Services Contributions Contributions Total Governmental activities: General government $ 6,180,952 $ 108,878 $ 50,000 $ 158,878 Public safety 28,634,424 1,385,255 $ 238,642 1,623,897 Public works 7,574,084 4,122,453 377,907 4,500,360 Community development 1,754,547 1,331,923 30,000 1,361,923 Parks, recreation, and library 16,874,686 4,262,397 256,412 80,000 4,598,809 Shuttle operations 167,770 103,600 103,600 Interest 1,813,682 Total governmental activities 63,000,145 11,210,906 628,654 507,907 12,347,467 Business -type activities: Water 14,854,966 19,663,518 19,663,518 Sewer 11,873,831 15,715,246 15,715,246 Waste management 727,660 617,319 617,319 Landfill 223,600 482,596 482,596 Parking 926,096 2,772,856 2,772,856 Building 2,494,568 3,221,144 3,221,144 Total business -type activities 31,100,721 42,472,679 42,472,679 Total government -wide $ 94,100,866 $ 53,683,585 $ 628,654 $ 507,907 $ 54,820,146 General revenues: Taxes: Property taxes Sales taxes Transient occupancy tax Othertaxes Other general revenue Total general revenues Investment income (expense) Transfers Total general revenues and transfers Change in net position Net position - beginning Net position - ending See accompanying Notes to the Basic Financial Statements 28 Net (Expense) Revenue and Changes in Net Position Governmental Business -type Activities Activities Tota I $ (6,022,074) $ (6,022,074) (27,010,527) (27,010,527) (3,073,724) (3,073,724) (392,624) (392,624) (12,275,877) (12,275,877) (64,170) (64,170) (1,813,682) (1,813,682) (50,652,678) (50,652,678) $ 4,808,552 4,808,552 3,841,415 3,841,415 (110,341) (110,341) 258,996 258,996 1,846,760 1,846,760 726,576 726,576 11,371,958 11,371,958 (50,652,678) 11,371,958 (39,280,720) 21,955,937 21,955,937 17,819,970 17,819,970 29,384,461 29,384,461 5,213,590 5,213,590 466,276 203,366 669,642 74,840,234 203,366 75,043,600 5,757,590 2,127,332 7,884,922 2,157,489 (2,157,489) 82,755,313 173,209 82,928,522 32,102,635 11,545,167 43,647,802 121,005,370 109,992,516 230,997,886 $ 153,108,005 $ 121,537,683 $ 274,645,688 29 CITY O Comprehensive Annual Financial Report June 30, 2019 GOVERNMENTAL FUND FINANCIAL STATEMENTS The General Fund accounts for all financial resources necessary to carry out basic governmental activities of the City that are not accounted for in another fund. The General Fund supports essential City services such as police and fire protection, street maintenance, libraries, parks, and recreation. The Storm Drainage Fund — This fund is to account for the storm drainage fees collected due to an assessment approved by the majority of the parcel owners in the City voting at a special election on May 5, 2009. The Debt Service Fund is used to account for the accumulation of resources for, and the payment of, general long-term debt principal, interest, and related costs (other than those paid for by the Proprietary Funds). The Capital Projects Fund accounts for City capital projects funded by the General Fund or other governmental funds, or any projects funded by multiple sources. 31 CITY OF BURLINGAME, CALIFORNIA BALANCE SHEET GOVERNMENTAL FUNDS June 30, 2019 See accompanying Notes to the Basic Financial Statements 32 Storm Capital Nonmajor Total General Drainage Debt Service Projects Governmental Governmental Fund Fund Fund Fund Funds Funds Assets: Cash and investments $ 39,043,671 $ 5,451,997 $ 2,437,907 $ 57,401,448 $ 9,413,326 $ 113,748,349 Accounts receivable 6,863,249 118,681 51,077 70,113 7,103,120 Due from consumers 213,193 213,193 Due from other governments 568,286 819 890,012 1,459,117 Due from other funds 10,084 4,554 356,235 370,873 Prepaids and deposits 4,341 4,341 Cash and investments, restricted 7,479,556 5,915,199 13,394,755 Total assets $ 53,969,187 $ 5,571,497 $ 8,357,660 $ 58,698,772 $ 9,696,632 $ 136,293,748 Liabilities: Accounts payable $ 1,259,164 $ 989,560 $ 124,876 $ 2,373,600 Due to other funds $ 356,235 10,084 366,319 Retentions payable 324,748 324,748 Accrued payroll 596,795 596,795 Deposits 2,788,754 2,788,754 Unearned revenue 61,800 $ 1,269 63,069 Total liabilities 4,706,513 1,269 356,235 1,314,308 134,960 6,513,285 Deferred Inflows: Unavailable revenue 94,924 819,488 15,958 930,370 Total deferred inflows 94,924 819,488 15,958 930,370 Fund Balances: Nonspendable 4,341 4,341 Restricted 7,479,556 $ 5,570,228 6,001,425 9,545,714 28,596,923 Committed 27,764,976 27,764,976 Assigned 21,581,688 2,000,000 28,800,000 52,381,688 Unassigned 20,102,165 20,102,165 Total fund balances 49,167,750 5,570,228 8,001,425 56,564,976 9,545,714 128,850,093 Total liabilities, deferred inflows and fund balances $ 53,969,187 $ 5,571,497 $ 8,357,660 $ 58,698,772 $ 9,696,632 $ 136,293,748 See accompanying Notes to the Basic Financial Statements 32 CITY OF BURLINGAME, CALIFORNIA Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position June 30, 2019 Fund balance — total governmental funds Amounts reported for governmental activities in the statement of net assets are different because: CAPITAL ASSETS Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds. LONGTERM LIABILITIES Long-term liabilities are not due and payable in the current period and, therefore, are not reported in the funds. Compensated absences Long-term debt Net OPEB Liability Net Pension Liability Interest on long-term debt is not accrued in the funds, but rather is recognized as an expenditure when due. DEFERRED INFLOWS AND OUTFLOWS Deferred outflows are not current assets or financial resources; and deferred inflows are not due and payable in the current period and are therefore not reported in the governmental funds Deferred Outflows Deferred Inflows Unavailable revenues $ 128,850,093 127,600,663 (2,431,099) (45,878,215) ($29,203,395) (53,248,492) (663,456) 15,672,752 (2,211,130) 930,370 ALLOCATION OF INTERNAL SERVICES FUND NET ASSETS Internal service funds are used by management to charge the costs of fleet management, building maintenance, information technology and risk management to individual funds. The assets and liabilities of the internal service funds are included in the governmental activities in the statements of net assets. $13,689,914 Net assets of governmental activities See accompanying Notes to the Basic Financial Statements. 33 $ 153,108,005 REVENUES: Property taxes Sales and use taxes Transient occupancy taxes Othertaxes Charges for services - fees Charges for services - licenses and permits Fines, forfeitures, and penalties Investment income Intergovernmental taxes Grant revenue Otherrevenue Total revenues EXPENDITURES: Current: General government Public safety Public works Community development Parks, recreation, and library Shuttle operations Capital Outlay Debt service: Principal Interest Total expenditures REVENUES OVER (UNDER) EXPENDITURES OTHER FINANCING SOURCES (USES): Transfers in Transfer out Total other financing(uses)sources Net change in fund balances FUND BALANCES: Beginning of year End of year CITY OF BURLINGAME, CALIFORNIA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED JUNE 30, 2019 34 Storm Capital Nonmajor Total General Drainage Debt Service Projects Governmental Governmental Fund Fund Fund Fund Funds Funds $ 21,955,937 $ 21,955,937 17,819,970 17,819,970 29,384,461 29,384,461 3,233,401 3,233,401 6,282,171 $ 2,951,174 $ 683,877 9,917,222 84,610 84,610 1,209,074 1,209,074 4,071,913 502,110 $ 188,173 297,200 5,059,396 1,980,189 1,980,189 196,576 $ 427,907 385,478 1,009,961 299,229 116,727 415,956 84,537,342 3,453,284 188,173 544,634 3,346,744 92,070,177 5,634,673 27,476 258,799 720 5,921,668 27,602,614 7,273 37,358 27,647,245 5,902,367 410,650 6,313,017 1,709,734 1,709,734 14,781,798 1,098,787 247,607 16,128,192 167,770 167,770 131,913 14,297,513 14,429,426 2,600,000 2,600,000 1,962,942 1,962,942 55,763,099 4,590,418 16,073,022 453,455 76,879,994 28,774,243 3,453,284 (4,402,245) (15,528,388) 2,893,289 15,190,183 2,783,637 6,747,900 19,288,550 143,500 28,963,587 (18,762,311) (2,078,089) (3,531,681) (2,434,017) (26,806,098) (15,978174) (2,078,089) 3,216,219 19,288,550 (2,290,517) 2,157,489 12,795,569 1,375,195 (1,186,026) 3,760,162 602,772 17,347,672 36,372,181 4,195,033 9,187,451 52,804,814 8,942,942 111,502,421 $ 49,167,750 $ 5,570,228 $ 8,001,425 $ 56,564,976 $ 9,545,714 $ 128,850,093 See accompanying Notes to the Basic Financial Statements 34 CITY OF BURLINGAME, CALIFORNIA RECONCILIATION OF THE STATEMENT OF REVENUES EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE FISCAL YEAR ENDED JUNE 30, 2019 Net change in fund balances — total governmental funds Amounts reported for governmental activities in the statement of activities are different because: CAPITAL ASSETS TRANSACTIONS Governmental tunas report capital outlays as expenditures. However, in the statement OT activities, the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. The capital outlay expenditures are added back to fund balance Expenses being added due to difference in capital outlay and capital asset additions Retirements are deducted from fund balance Depreciation expense on capital assets is reported in the Government -wide Statement oT Activities and Changes in Net Assets, but they do not require the use of current financial resources. Therefore, depreciation expense is deducted from the fund balance. DEFERRED REVENUE under the Tull accrual method oT accounting, state Proposition 1A revenue is recognized as revenue in the year it is earned rather than the year of receipt. Therefore, it is not reported as revenue, but rather as a reduction of receivable. LONG TERM DEBT PROCEEDS AND PAYMENTS Long-term liabilities are not due and payable in the current period and, therefore, are not reported in the governmental funds. Accrued interest calculated on bonds payable Amortization of bond premium The repayment of the principal of long-term debt consumes the current financial resources of governmental funds. This transaction, however, has no effect on net assets: Principal payments ACCRUAL OF NON-CURRENT ITEMS Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. This change reflects a increase in compensated absences that occurred during the year Pension Expense Net other post -employment benefits obligation expense Unavailable revenues recognized as revenue in prior year ALLOCATION OF INTERNAL SERVICE FUND ACTIVITY Internal Service funds are used by management to charge the costs of certain activities, such as fleet management, building maintenance, information technology and risk management to individual funds. The portion of the net revenue (expense) of these Internal Service Funds arising out of their transactions with governmental funds is reported with governmental activities, because they service those activities. Change in net position - All Internal Service Funds Change in net position of governmental activities See accompanying Notes to the Basic Financial Statements 35 $ 17,347,672 14,429,426 (316) (7,530) (3,296,316) 21,789 127,471 2,600,000 (47,849) (2,879,717) 1,480,522 645,283 1,682,200 $ 32,102,635 CITY O fir' i a 3oow�tco � Comprehensive Annual Financial Report June 30, 2019 PROPRIETARY FUND FINANCIAL STATEMENTS The Water Fund is used to account for the provision of water services to residents of Burlingame and some residents of areas adjacent to the City. All activities necessary to provide such services are accounted for in this fund, including administration, operations, maintenance, financing, and billing/collections. The Sewer Fund is used to account for the provision of sewer services to the residents of Burlingame and some residents of areas adjacent to the City. All activities necessary to provide such services are accounted for in this fund, including administration, operations, maintenance, financing, and billing/collections. The Waste Management Fund is used to account for the provision of solid waste services to the residents of Burlingame, excluding the revenues and expenditures associated with the collection, processing, and disposal of solid waste and recyclable materials which are provided by solid waste contractors servicing member cities of the South Bay Waste Management Authority. The Landfill Fund is used to account far the landfill closure costs and post -closure monitoring services. The Parking Fund is used to account for the activities of the City's parking districts. The Building Fund was established to account for the activities of the City's building permits and inspection division. 37 CITY OF BURLINGAME, CALIFORNIA STATEMENT OF NET POSITION PROPRIETARY FUNDS ASSETS AND DEFERRED OUTFLOWS OF RESOURCES Current assets: Cash and investments Receivables (net of uncollectible amounts): Due from other governments Due from consumers Other receivables Prepaids and deposits Inventory Total current assets Noncurrent assets: Cash and investments, restricted Capital assets: Land and other assets not being depreciated Facilities, infrastructure, and equipment, net of depreciation Total noncurrent assets Total assets Deferred outflows of resources: Deferred amount on bond refunding Deferred outflows related to pensions Deferred outflows related to OPEB Total deferred outflows of resources LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES Current liabilities: Accounts payable Due to other funds Accrued interest Retentions payable Deposits Unearned revenue Claims and litigation due in one year Bonds payable due in one year Compensated absences due in one year Landfill closure and post -closure liability due in one year Total current liabilities Noncurrent liabilities: Bonds payable Landfill closure and post closure liability Claims and litigation Compensated absences Net pension liability Net OPEB liability Total noncurrent liabilities Total liabilities DEFERRED INFLOWS OF RESOURCES Deferred inflows related to pensions Deferred inflows related to OPEB Total deferred inflows of resources NET POSITION Net investment in capital assets Restricted for capital projects Restricted for pension and benefits program Unrestricted Total net position June 30, 2019 Water Fund $ 18,526,054 3,080,856 86,501 Enterprise Funds Sewer Fund $ 19,087,454 349,363 2,954,797 72,329 Waste Management Fund $ 4,727,081 51,563 24,731 21,693,411 22,463,943 4,803,375 421,539 727,499 33,193,026 34,342,064 56,035,475 607,763 697,037 451,031 1,755,831 $ 988,347 2,277 174,150 16,650 43,541 1,058,682 21,401 798,964 7,092,865 60,378,410 68,270,239 90,734,182 453,005 586,179 366,862 1,406,046 $ 979,607 2,277 349,041 39,071 1,552,818 17,944 62,175 62,175 4,865,550 95,427 64,433 159,860 $ 125,939 1,727 2,305,048 2,940,758 127,666 17,440,905 135,965 3,682,058 2,939,635 24,198,563 26,503,611 87,691 13,684 101,375 $ 16,028,701 5,271,485 421,539 9,464,595 $ 31,186,320 See accompanying Notes to the Basic Financial Statements 99 20,798,655 94,332 3,096,454 2,391,054 26,380,495 29,321,253 73,744 11,130 84,874 $ 46,020,791 8,825,898 350,980 7,536,432 $ 62,734,101 2,405 504,090 419,948 926,443 1,054,109 12,005 1,955 13,960 $ 62,175 3,895,166 $ 3,957,341 Enterprise Funds Landfill Parking Building Fund Fund Fund Governmental Activities - Internal Service Funds $ 1,842,459 $ 10,877,585 $ 12,470,135 $ 67,530,768 $ 20,105,934 349,363 40,815 1,725 6,129,756 66,357 8,332 50,476 58,654 301,023 199,773 1,446,034 1,462,684 53,072 1,891,606 10,929,786 12,528,789 74,310,910 20,425,136 9,990 39,187 169,000 1,500,855 255,301 6,111,832 13,932,196 1,332,214 371 94,903,650 2,427,023 9,990 7,483,233 169,000 110,336,701 2,682,324 1,901,596 18,413,019 12,697,789 184, 647,611 23,107,460 1,060,768 1,140 319,544 274,317 1,973,644 338,824 10,449 40,633 177,626 1,111,034 213,035 11,589 360,177 451,943 4,145,446 551,859 $ 13,936 $ 27,102 $ 592,711 $ 2,727,642 $ 185,430 4,554 523,191 15,503 54,574 1,446,034 1,462,684 43,541 1,500,800 2,611,500 371 41,443 1,074 219,162 219,162 233,098 42,605 2,039,116 7,688,291 1,687,304 38,239,560 3,068,272 3,068,272 5,007,200 17,045 60,578 310,325 47,519 6,024 1,687, 972 1,449,064 10,425, 662 1,789,816 68,100 264,832 1,157,694 7,241,263 1,388,477 3,142,396 1,969,849 2,667,336 59,285,082 8,233,012 3,375,494 2,012,454 4,706,452 66,973,373 9,920,316 143 40,200 34,510 248,293 42,626 317 1,233 5,389 33,708 6,463 460 41,433 39,899 282,001 49,089 $ 7,444,046 $ 69,493,538 $ 2,427,023 345,028 14,442,411 39,187 $ 169,000 1,042,881 255,301 (1,462,769) 8,891,048 8,234,381 36,558,853 11,007,590 $ (1,462,769) $ 16,719,309 $ 8,403,381 $ 121,537,683 $ 13,689,914 M CITY OF BURLINGAME, CALIFORNIA STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUND FOR THE FISCAL YEAR ENDED JUNE 30, 2019 40 Enterprise Funds Waste Water Sewer Management Fund Fund Fund OPERATING REVENUES: Water sales $ 19,456,714 Sewer service charges: City of Burlingame users $ 14,378,603 Other agencies 1,336,643 Special surcharges $ 617,319 Parking fees Charges for services 206,804 Otherrevenue 20,390 17,659 102,343 Total operating revenues 19,683,908 15,732,905 719,662 OPERATING EXPENSES: Salaries and benefits 2,745,388 2,414,927 374,789 Retiree medical benefit Supplies and services 1,466,863 5,615,290 351,607 Water purchases 7,680,375 Depreciation 2,085,488 2,991,039 Insurance claims and expenses 150,706 92,729 1,264 Total operating expenses 14,128,820 11,113,985 727,660 Operating income 5,555,088 4,618,920 (7,998) NONOPERATING REVENUES (EXPENSES): Investment income 623,527 530,045 169,021 Interest expense (726,146) (759,846) Net nonoperating revenues (expenses) (102,619) (229,801) 169,021 Income before transfers 5,452,469 4,389,119 161,023 Transfers out (937,822) (721,279) (61,000) Net change in net position 4,514,647 3,667,840 100,023 NET POSITION: Net position - beginning (deficit) 26,671,673 59,066,261 3,857,318 Net position - end of year (deficit) $ 31,186,320 $ 62,734,101 $ 3,957,341 See accompanying Notes to the Basic Financial Statements 40 Landfill Fund $ 482,596 Enterprise Funds Parking Building Fund Fund Total $ 2,772,856 482,596 2,772,856 $ 19,456,714 14, 378, 603 1,336,643 1,099,915 2,772,856 $ 3,221,144 3,427,948 62,974 203,366 3,284,118 42,676,045 Governmental Activities - Internal Service Funds $ 11,185,857 176,920 11,362,777 36,098 322,971 1,093,579 6,987,752 1,316,658 $ (1,462,769) $ 16,719,309 $ 8,403,381 $ 121,537,683 $ 5,064,694 187,502 473,932 1,397,526 9,492,720 2,020,556 7,680,375 128,403 5,204,930 656,256 790 3,463 248,952 1,320,607 223,600 926,096 2,494,568 29,614,729 10,378,771 258,996 1,846,760 789,550 13,061,316 984,006 56,483 344,500 403,756 56,483 344,500 403,756 315,479 315,479 2,191, 260 1,193,306 2,127,332 698,194 (1,485,992) 641,340 698,194 13,702,656 (333,088) (104,300) (2,157,489) 1,858,172 1,089, 006 11, 545,167 1,682,200 1,682,200 (1,778,248) 14,861,137 7,314,375 109,992,516 12,007,714 $ (1,462,769) $ 16,719,309 $ 8,403,381 $ 121,537,683 $ 13,689,914 41 CITY OF BURLINGAME, CALIFORNIA STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Receipts from customers Receipts from other funds Payments to other funds Payments to suppliers Payments to retirees and trust Payments to claims Receipts from claims and litigation Payments to employees for services Net cash provided by (used in) operating activities CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers to other funds Net cash provided by (used in) noncapital financing activities CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition and construction of capital assets Principal paid on long-term debt Interest paid on long-term debt Net cash provided by (used in) capital and related financing activities CASH FLOWS FROM INVESTING ACTIVITIES: Interest received on investments Net cash provided by (used in) investing activities Net increase (decrease) in cash and equivalents CASH AND CASH EQUIVALENTS: Beginning of year End of year RECONCILIATION OF CASH AND CASH EQUIVALENTS TO THE NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Operating income Adjustments for noncash activities: Depreciation and amortization Changes in assets and liabilities: Receivables Prepaid / Inventories Deferred outflows Due to other funds Accounts payable Retentions and Deposits payable Unearned revenue Compensated absences Claims and litigations liabilities Net pension liabilities Net OPEB Liabilities Deferred inflows Total adjustments Net cash provided by (used in) operating activities RECONCILIATION OF CASH AND CASH EQUIVALENTS TO THE STATEMENT OF NET POSITION Cash and investments — current Cash and investments, restricted Cash and cash equivalents on statement of cash flows Non-cash transactions Amortization of Bond Premiums Water Fund Enterprise Funds Waste Sewer Management Fund Fund $ 19,452,674 $ 15,567,915 $ 717,274 (866) (866) (9,429,502) (5,463,705) (352,078) (2,652,563) (2,303,008) (370,666) 7,369,743 7,800,336 (5,470) (937,822) (721,279) (61,000) (937,822) (721,279) (61,0001 (2,115,824) (3,015,252) (1,396,328) (1,777,774) (736,284) (785,778) (4,248,436) (5,578,804) 623,527 530,045 169,021 623.527 530,045 169,021 2,807,012 2,030,298 102,551 16,140,581 17,856,120 4,686,705 $ 18,947,593 $ 19,886,418 $ 4,789,256 $ 5,555,088 $ 4,618,920 $ (7,998) 2,085,488 2,991,039 (233,377) (164,990) (2,388) 281,160 230,937 30,194 (866) (866) (123,043) 252,670 793 (8,515) (8,356) 2,143 (10,281) 28,342 (1,181) (83,871) (70,532) (11,482) (83,865) (68,215) (11,981) (10,318) (8,613) (1,427) 1,814,655 3,181,416 2,528 S 7.369.743 t 7.800.886 S (5.470) $ 18,526,054 $ 19,087,454 $ 4,727,081 421,539 798,964 62,175 < 18.947.5 1 S 19.886.418 < 4.789.2S6 $ 186,328 $ 138,213 See accompanying Notes to the Basic Financial Statements 42 Landfill Fund $ 537,200 Enterprise Funds Parking Building Fund Fund Tota I $ 2,771,853 $ 3,271,119 $ 42,318,035 Governmental Activities - Internal Service Funds $ 11,319,102 (1,732) (186,297) (451,649) (851,164) (16,734,395) (2,823,015) (5,064,694) (786,239) (39,232) (250,286) (1,063,139) (6,678,894) (1,307,852) 311,671 2,069,918 1,356,816 18, 903,014 1,337, 302 (333,088) (104,300) (2,157,489) (333,088) (104,300) (2,157,489) (415,501) (5,546,577) (1,426,698) 13,061,316 $ (3,174,102) 128,403 (1,522,062) 5,204,930 (415,501) (10,242,741) (1,426,698) 56,483 335,929 403,756 2,118,761 698,194 56,483 335,929 403,756 2,118,761 698,194 368,154 1,657,258 1,656,272 8,621,545 608,798 1,484,295 9,259,514 10,982,863 60,410,078 19,752,437 $ 1,852,449 $ 10,916,772 $ 12,639,135 $ 69,031,623 $ 20,361,235 $ 258,996 $ 1,846,760 $ 789,550 $ 13,061,316 $ 984,006 128,403 5,204,930 656,256 54,604 (9,574) (12,999) (368,724) (43,675) 8,571 8,571 (5,179) (987) 125,486 87,850 754,640 109,394 (1,732) 1,205 7,570 405,056 544,251 (105,912) 15,503 144,769 143,401 2,143 (2,938) 12,688 26,630 (15,224) (157,000) (137) (38,449) (33,007) (237,478) (40,769) (1,942) (7,555) (33,028) (206,586) (39,611) (68) (3,859) (4,063) (28,348) (4,984) 52,675 223,158 567,266 5,841,698 353,296 1R.903.014 S 1.337.302 1.4S6.R16 S S 411.671 S 2069.919 $ 1,842,459 $ 10,877,585 $ 12,470,135 $ 67,530,768 $ 20,105,934 9,990 39,187 169,000 1,500,855 69,031,623= S 255,301 20.361.235 -1---L252-4A2- S 10.916.772 12,619,135- $ 324,541 43 Cash and investments Accounts receivable Total assets CITY OF BURLINGAME, CALIFORNIA STATEMENT OF NET POSITION FIDUCIARY FUNDS June 30, 2019 ASSETS LIABILITIES Agency Funds $ 327,604 953,019 $ 1,280,623 Accounts payable $ 283,121 Due to other governmental units 997,502 Total liabilities $ 1,280,623 See accompanying Notes to the Basic Financial Statements 44 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS JUNE 30, 2019 NOTE 1— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Definition of the Reporting Entity The City of Burlingame (the City) was incorporated in 1908 as a California general law city. Burlingame is a full-service city providing all municipal services, including police, fire, library, parks, recreation, street and storm drain maintenance, and water and sewage treatment. It is governed by a five member City Council, whose members are normally each elected to a four year term. The Mayor of the City is a one-year rotating chair of the City Council. As a government agency, the City is exempt from both federal income taxes and state franchise taxes. The accompanying financial statements present the City and its component units, entities for which the City is considered to be financially accountable. Blended component units, although legally separate entities are, in substance, part of the City's operations and so data from these units are combined with data of the City as the primary government. For financial reporting purposes, the City's financial statements include all funds, boards and commissions, and authorities that are controlled by or are dependent on the City's legislative branch, the City Council. Control by or dependence on the City was determined on the basis of budget adoption, taxing authority, outstanding debt, or the City's obligation to fund any deficits that may occur. Blended Component Units The following unit is a legally separate component unit for which the City is financially accountable, and therefore, the related financial activities have been blended with the City's financial reporting: Burlingame Financing Authority In November 1995, the City formed an authority known as the Burlingame Financing Authority (Authority). The Authority provides services entirely to the City. The purpose of this Authority is to issue bonds to finance the construction of public capital improvements through the lease of certain land and existing improvements or a pledge of revenue. Facilities are leased by the Authority to the City pursuant to lease agreements. The Authority is comprised of members of the City Council. The City and the Authority have a financial and operational relationship and the financial activities of the Authority have been included in the financial statements of the City as a blended component unit. The Authority's financial activities are presented in the Debt Service Fund as part of the governmental fund statements. The books and records of the Authority are maintained by the City. Additional financial data for the Authority may be obtained from the Finance Department, 501 Primrose Road, Burlingame, CA 94010. 45 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) A. Definition of the Reporting Entity (Continued) Non -Disclosed Organizations There are other agencies that provide services within the City, which are independently governed, and also maintain financial books and records that are separate from the City. Agency Funds The fiduciary fund consists of various agency funds, which account for various programs, activities, or funds held by the City in a custodial capacity or as an agent for individuals, private organizations, and other government units. The City's basic financial statements, except for certain cash held by the City as a fiscal agent, do not reflect, for example, the operations of the Burlingame School District, the Burlingame Library Trustees, nor the Hotel and Business Improvement Districts. A complete listing of agency funds can be found in the Fiduciary Fund Financial Statements. Central County Fire Deportment Effective July 1, 2010, City fire employees became employees of Central County Fire Department (CCFD). CCFD is a Joint Powers Authority (JPA) which provides fire, emergency medical, and disaster preparedness services to the City and the Town of Hillsborough. CCFDS also provide fire and emergency medical services to the City of Millbrae through a contract. CCFD is governed by a four member board of directors and a Chief Administrative Officer. As members of the CCFD JPA, Burlingame and Hillsborough fund 70% of the direct costs in support of the ongoing operations and maintenance of CCFD based on a 60/40 cost allocation as outlined in the JPA. The remaining 30% is funded by the City of Millbrae. The Town of Hillsborough maintains the books and records of the CCFD which is subject to a separate annual audit. This cost allocation is reflected as a receivable (if total actual direct costs are less than budgeted or expected direct costs) or payable (if total actual direct costs exceed budgeted or expected direct costs) on the City's Statement of Net Position. CCFD is a stand-alone employer recognized by the California Public Employees' Retirement System (CaIPERS). B. Basis of Accounting, Measurement Focus, and Presentation The City's basic financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The Governmental Accounting Standards Board (GASB) is the acknowledged standard setting body for establishing accounting and financial reporting standards followed by governmental entities. 46 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Basis of Accounting, Measurement Focus, and Presentation (Continued) GASB requires that the accounts of the City be organized on the basis of funds, each of which is considered a separate accounting entity. Fund accounting segregates funds according to their intended purpose and is used to aid management in demonstrating compliance with finance -related legal and contractual provisions. The operations of each fund are accounted for in a separate set of self -balancing accounts that comprise its assets, liabilities, fund equity, revenues, and expenditures or expenses, as appropriate. City resources are allocated to and accounted for in individual funds based upon the purpose for which they are to be spent and the means by which spending activities are controlled. Financial reporting standards established by GASB require that the financial statements described below be presented. Government -Wide Financial Statements The Government -Wide Financial Statements include a Statement of Net Position and a Statement of Activities. These statements present summaries of Governmental and Business -Type Activities, and represent a consolidation of all financial activities for the entire City. Fiduciary activities of the City are not included in these statements. The Government -Wide Financial Statements are presented on an economic resources measurement focus and the accrual basis of accounting, as are the proprietary funds. Accordingly, all of the City's current and long-term assets and liabilities, including capital assets, infrastructure assets, and long- term liabilities, are included in the accompanying Statement of Net Position as of June 30. The Statement of Activities presents changes in net position since July 1, the beginning of the fiscal year. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred, regardless of the timing of the related cash flows. For example, property tax revenue is recognized in the year of levy, and all other revenue is recognized when services have been rendered. The types of transactions reported as program revenues for the City are reported in three categories: 1) charges for services, 2) operating grants and contributions, and 3) capital grants and contributions. Governmental Fund Financial Statements Governmental Fund Financial Statements include a Balance Sheet and a Statement of Revenues, Expenditures, and Changes in Fund Balances for all major governmental funds and nonmajor funds aggregated. An accompanying schedule is presented to reconcile and explain the differences in net position as presented in these statements to the net position presented in the Government -Wide Financial Statements. The City has presented all major funds that met the qualifications for major fund reporting. 47 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Basis of Accounting, Measurement Focus, and Presentation (Continued) Governmental Fund Financial Statements (Continued) Major funds are funds whose revenues, expenditures/expenses, assets, or liabilities (excluding extraordinary items) are at least 10% of corresponding totals for all governmental or enterprise funds and at least 5% of the aggregate amount for all governmental and enterprise funds. The identification and separate reporting of major funds serves to highlight financial activities which may be particularly important to financial statement users. Nonmajor funds are reported in aggregate in a separate column in the Balance Sheet and the Statement of Revenues, Expenditures, and Changes in Fund Balances. The City reports the following major governmental funds: The General Fund is the general operating fund of the City. It is used to account for all financial resources and transactions except those required to be accounted for in another fund. The Storm Drainage Special Revenue Fund is used to account for the storm drainage fees collected as a result of an assessment approved by the majority of the parcel owners in the City voting at a special election on May 5, 2009. The Debt Service Fund is used to account for the accumulation of resources for, and the payment of, general long-term debt principal, interest, and related costs (other than those paid by the proprietary funds). The Capital Projects Fund is used to account for resources used to acquire or develop facilities or major capital improvements. All governmental funds are accounted for on a spending or current financial resources measurement focus and the modified accrual basis of accounting. Accordingly, only current assets and current liabilities are included on the Balance Sheet. The Statement of Revenues, Expenditures, and Changes in Fund Balances presents increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in current net position. Under the modified accrual basis of accounting, revenues are recognized in the accounting period in which they become both measurable and available to finance expenditures of the current period. Accordingly, revenues are recorded when received in cash, except that revenues subject to accrual (generally 60 days after year-end) are recognized when due. The primary revenue sources, which have been treated as susceptible to accrual by the City, are taxpayer -assessed tax revenues (such as property taxes, sales taxes, transient occupancy taxes, and franchise taxes), certain grant revenues, and earnings on investments. 48 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Basis of Accounting, Measurement Focus, and Presentation (Continued) Governmental Fund Financial Statements (Continued) Expenditures are recorded in the accounting period in which the related fund liability is incurred, except for principal and interest on general long-term debt, claims and judgments, and compensated absences, which are recognized as expenditures to the extent they have matured. General capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of general long-term debt and acquisitions under capital leases are reported as other financing sources. Non-exchange transactions, in which the City gives or receives value without directly receiving or giving equal value in exchange, include property taxes, grants, entitlements, and donations. On an accrual basis of accounting, revenue from property taxes is recognized in the fiscal year for which the taxes are levied. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all eligibility requirements have been satisfied. Other revenues which may be accrued include other taxes, intergovernmental revenues, interest, and charges for services. Again, grant revenues are recognized in the fiscal year in which all eligibility requirements are met. Under the terms of grant agreements, the City may fund certain programs with a combination of cost -reimbursement grants and general revenues. Thus, both restricted and unrestricted net position may be available to finance program expenses. It is the City's policy to first apply restricted resources to such programs, followed by unrestricted resources if necessary. Proprietary Fund Financial Statements Proprietary Fund Financial Statements include a Statement of Net Position; a Statement of Revenues, Expenses, and Changes in Fund Net Position; and a Statement of Cash Flows for each major proprietary fund. A column representing internal service funds is also presented in these statements. However, internal service fund balances and activities are combined with the Governmental Activities in the Government -Wide Financial Statements. The City reports the following major proprietary (enterprise) funds: The Water Fund is used to account for the activities of the City's water supply system. The Sewer Fund is used to account for the activities of the City's sewage collection system and the Wastewater Treatment Plant. The Waste Management Fund is used to account for the activities of the City's franchised garbage collections and recycling program. 49 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Basis of Accounting, Measurement Focus, and Presentation (Continued) Proprietary Fund Financial Statements (Continued) The Landfill Fund is used to account for the landfill closure costs and post -closure monitoring services. The Landfill Fund was created in 2014 by separating landfill activities from the Waste Management Fund. The Parking Fund is used to account for the activities of the City's Parking Districts. The Building Fund is used to account for activities of the City's building division. Proprietary funds are accounted for using the economic resources measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or noncurrent) are included on the Statement of Net Position. The Statement of Revenues, Expenses, and Changes in Fund Net Position present increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. In these funds, receivables have been recorded as revenue and provisions have been made for uncollectible amounts. Operating revenues in the proprietary funds are those revenues that are generated from the primary operations of the fund. The primary operating revenues of the City's enterprise and internal service funds include water and sewer service, connection fees, sewer discharge permits, garbage and recycling collection surcharges, building inspections, parking fees and permits, information technology support, vehicle and facilities maintenance, and risk management activities provided to the various departments in the City. All other revenues are reported as non-operating revenues. Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as nonoperating expenses. The Internal Service Funds are used to account for the servicing of self-insurance, allocation of funding for the retiree medical benefit trust fund, vehicle maintenance and acquisition, facilities maintenance, and information technology maintenance and acquisitions made for City departments or agencies on a cost -reimbursement basis. Fiduciary Fund Financial Statements The Fiduciary Funds are used to account for the resources held by the City in a custodial capacity or as an agent for individuals, private organizations, other government units such as the State of California; and/or other funds The City maintains agency funds for the Library Trustees; Hotel, Downtown and Broadway Business Improvement Districts (BIDs) fees; and the elementary and high school district developer fees. Fiduciary Fund Financial Statements include a Statement of Net Position and represent the related activity for the City's Agency Funds. 50 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Fair Value Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs — other than quoted prices included within level 1—that are observable for an asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for an asset or liability. If the fair value of an asset or liability is measured using inputs from more than one level of the fair value hierarchy, the measurement is considered to be based on the lowest priority level input that is significant to the entire measurement. D. Deferred Outflows and Inflows of Resources In addition to assets, the statement of financial position or balance sheet reports a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position or fund balance that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. In addition to liabilities, the statement of financial position or balance sheet reports a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position or fund balance that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. E. Capital Assets Capital assets, which include land, roads and parking lots, buildings and structures, improvements other than buildings, machinery and equipment, infrastructure assets, and construction in progress, are reported in the applicable governmental or business -type activities columns in the government - wide financial statements. The City capitalizes equipment and improvements having an estimated useful life in excess of one year and acquisition cost of at least $5,000. 51 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) F. Inventories and Prepaid Items Inventories are reported at a cost basis. The cost is recorded, using a weighted average, as an expenditure at the time an individual item is consumed rather than when purchased. Inventories are reflected as nonspendable in the General Fund balance and are, therefore, unavailable for appropriation. As of June 30, 2019, inventories on hand were immaterial. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both the government -wide and fund financial statements. The inventories and prepaid items recorded in the governmental funds do not reflect current appropriable resources and, thus, are reported as part of nonspendable fund balance. G. Property Taxes Property taxes are collected for a twelve-month period effective July 1 by the County Tax Collector. Property tax is levied each September 1 on the assessed values as of the prior January 1 for all real and personal property located in the City. Once the levy rates are approved, the actual claim to property taxes arises and is enforceable. Taxes are billed once a year in late October and are payable in two equal installments due by December 10 and April 10 (of the following year). Taxes are considered delinquent if paid after the due dates. As a result of the implementation of Article XIII (a) of the California State Constitution in fiscal year 1978-1979, the City does not have the power to levy property taxes or to set property tax rates based on the financial requirements of the various funds. Instead, the City receives remittances from the County. These remittances are based either on a flat 1% rate applied to the fiscal year 1975-1976 full value of the property, or on 1% of the sales price of the property on sales transactions and construction which occur after the fiscal year 1975-1976 valuation. Values on properties (exclusive of increases related to sales transactions and construction) can rise at a maximum of 2% per year or the amount of increases to the California Consumer Price Index, whichever is less. City property tax revenues are recognized when levied to the extent that they result in current receivables. Article XIII (a), Section 1B, of the California State Constitution allows property taxes in excess of the 1% limit to fund general obligation bond debt service when such bonds are approved by two-thirds of the local voters. On October 12, 1993, the County Board of Supervisors adopted and implemented the Alternative Method of Tax Apportionment (Teeter Plan). The Teeter Plan applies to secured taxes only and provides a consistent predictable cash flow for taxes since they are apportioned to the City as if the tax levy had been collected in full. 52 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) H. Use of Estimates and Reclassifications The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. I. New Accounting Pronouncements The City has implemented the requirements of the following GASB Pronouncements: GASB Statement No. 83 — Certain Asset Retirement Obligations. This statement addresses accounting and financial reporting for certain asset retirement obligations (AROs). An ARO is a legally enforceable liability associated with retirement of tangible capital asset. A government that has legal obligations to perform future asset retirement activities related to its tangible capital asset should recognized a liabilities based on the guidance in this statement. This Statement had no impact on the City's financial statement in fiscal year 2018-19. GASB Statement No. 88 — Certain Disclosures related to Debt, including Direct Borrowings and Direct Placements. This Statement defines debt for purposes of disclosure in notes to financial statements as a liability that arises from a contractual obligation to pay cash (or other assets that may be used in lieu of cash) in one or more payments to settle an amount that is fixed at the date the contractual obligation is established. This Statement requires that additional essential information related to debt be disclosed in notes to financial statements, including unused lines of credit; assets pledged as collateral for the debt; and terms specified in debt agreements related to significant events of default with finance -related consequences, significant termination events with finance -related consequences, and significant subjective acceleration clauses. The City has implemented this statement. See Note 6 for additional information. 4Y 3 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 2— BUDGETS AND BUDGETARY ACCOUNTING A. Basis of Budgeting A formal budget is employed as a management control device during the year for the City, and is adopted annually for all City funds, except for the fiduciary funds, Debt Service Fund and certain special revenue funds where appropriate. Consistent with most governmental entities, the City's budget is based on a modified accrual basis of accounting under which revenues are recognized in the period they become available and measurable, and expenditures are recognized in the period the related liability is incurred. Budgets for the General Fund and Special Revenue Funds are adopted on a basis consistent with accounting principles generally accepted in the United States (GAAP). The City budget includes information regarding estimated costs (or outlays) and revenue (or cash inflows) for identified programs, projects, and levels of service to meet the needs of the City. All annual appropriations lapse at the end of the fiscal year except in the Capital Projects Fund because capital improvement projects typically span more than one fiscal year. Appropriations for capital projects lapse when projects are completed, placed into service, accounted for as capital assets, or abandoned at the discretion of the City and/or City Council. Budget amendments that increase a fund's appropriations require majority approval by the City Council. Certain budgetary re -allocations within departments require approval by the Finance Director and department heads. Budget amendments between departments are approved by the Finance Director and City Manager. A mid -year budget status report and long-term financial forecast for the next five years is presented to the City Council as part of an ongoing assessment and evaluation of budgetary performance, with special attention to the General Fund and certain other major funds. Budgetary financial data is included in the required supplementary information for the General Fund and Storm Drainage Fund. Final budgetary data excludes the amount reserved for encumbrances in order to properly compare these amounts to actual expenditures. Budget Development and Adoption The City Council encourages all Burlingame residents and business community members to participate in the development of the City budget. The Council holds public meetings to provide guidance on the budget. Under Council's policy directives and guidance, departments prepare their budget requests in support of their programs in January for submission in early April. Expenditure assumptions are based on known factors such as collective bargaining agreements, current pay and benefit policies, consumer price indices, and other information available from expert third -parties or governing authorities. 54 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 2— BUDGETS AND BUDGETARY ACCOUNTING (Continued) A. Basis of Budgeting (Continued) Budget requests are reviewed by the Finance Department for technical compliance to City budget instructions. The Proposed Budget is prepared and delivered to the City Council in May. The City Council reviews the Proposed Budget before the final budget is formally adopted in lune at a public hearing, which gives residents an additional opportunity to comment on the spending plan. A separate publication presenting this information is available from the City of Burlingame, Finance Department, 501 Primrose Road, Burlingame, CA 94010. General Fund and Storm Drainage Fund Budgetary Comparison Schedules are also included in the Required Supplementary Information, which has information regarding budget to actual performance for the General Fund and Storm Drainage Fund. NOTE 3—CASH AND INVESTMENTS The City maintains a cash and investment pool, which includes cash balances and authorized investments of all funds. This pooled cash is invested to enhance interest earnings in accordance with City investment policy guidelines established by the City Treasurer. The pooled interest earned is allocated to the funds based on cash and investment balances in these funds at the end of each accounting period. The City has the following cash and investments at June 30, 2019: Government -Wide Statement of Net Position Governmental Business -Type Activities Activities Fiduciary Funds Total Cash and investments $133,854,283 $ 67,530,768 $ 327,604 $ 201,712,655 Cash and investments, restricted 447,984 447,984 Cash and investments, restricted, held with fiscal agents 13,650,056 1,052,871 14,702,927 Total cash and investments $147,504,339 $ 69,031,623 $ 327,604 $ 216,863,566 55 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3—CASH AND INVESTMENTS (Continued) The City's cash and investments at June 30, 2019 in more detail: Cash and Investments Held with Treasury Deposits Deposits - unrestricted Deposits - restricted Total deposits Investments -unrestricted U.S. Treasury Bond/Note Supranational Agency Bond/Note Federal Agency Obligations Certificates of Deposit Asset -Backed Security/Collateralized Mortgage Corporate notes California Asset Management Program California Local Agency Investment Funds Total investments Unrestricted, held with Treasury Restricted, held with Treasury Total Cash and Investments Held With Treasury Restricted Cash and Investment Held with Fiscal Agent Investment held with Pension Trust - PARS Cash held by fiscal agent - Bank of New York Cash held by fiscal agent - J. P. Morgan Chase Cash held by fiscal agent - Bank of America Total restricted cash and investments held with fiscal agent Total Cash and Investments 56 Fair Value $13,669,372 14, 702, 927 28,372,299 39, 559, 256 8,234,409 22,847, 332 15, 588, 619 6,984,331 24,547,204 40, 898,154 29, 831, 962 188,491,267 201, 712, 655 447,984 202,160,639 8,711,147 5,915,199 56,467 20,114 14,702,927 $ 216,863,566 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3—CASH AND INVESTMENTS (Continued) A. Deposits Custodial Credit Risk The carrying amounts of the City's cash deposits were $13,669,378 at June 30, 2019. Bank balances before reconciling items were $16,171,089. At that date, the total collateralized or insured with securities held by the pledging financial institutions in the City's name as discussed below. Custodial credit risk for deposits is the risk that the City will not be able to recover its deposits or will not be able to recover collateral securities in the possession of an outside party if a depository institution fails. The California Government Code and the City's investment policy do not contain legal or policy requirements that would limit exposure to custodial credit risk for deposits or investments, other than the following provision applicable to deposits. The California Government Code requires California banks and savings and loan associations to secure the City's cash deposits by pledging securities as collateral. This code states that collateral pledged in this manner shall have the effect of perfecting a security interest in such collateral superior to those of a general creditor. Thus, collateral for cash deposits is considered to be held in the City's name. The fair value of pledged securities must equal at least 110% of the City's cash deposits. State law also allows institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150% of the City's total cash deposits. The City may waive collateral requirements for cash deposits, which are fully insured up to $250,000 by the Federal Deposit Insurance Corporation. The City, however, has not waived the collateralization requirements. The City follows the practice of pooling cash and investments of all funds, except for funds required to be held by fiscal agents under the provisions of bond indentures. Interest income earned on pooled cash and investments is allocated on an accounting period basis to the various funds based on the period -end cash and investment balances. Interest income from cash and investments with fiscal agents is credited directly to the related fund. B. Investments Pooled Investments and Investment by City Treasury Cash of the respective funds is pooled and invested principally in U.S. Treasury and agency securities and short-term investments such as the State of California (State) Local Agency Investment Fund (LAIF) and the California Asset Management Program (CAMP). 57 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3 — CASH AND INVESTMENTS (Continued) B. Investments (Continued) The LAIF is a pool of State cash and investments and those of California cities and local agencies. The State's investment policy is consistent with the City's policy, and, although State and City investments are pooled, the State does not have access to City funds. The State Treasurer administers LAIF, which charges for the service by retaining a percentage of investment earnings. State regulations permit the City to place up to $65,000,000 in LAIF, plus any bond proceeds related to construction of a City facility. Valuation For the purposes of the Statement of Cash Flows, the City considers cash and cash equivalents to be cash on hand, demand deposits, and highly liquid investments with original maturities of three months or less at the time of acquisition. In accordance with GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools, highly liquid market investments with maturities of one year or less at time of purchase are stated at amortized cost. All other investments are stated at fair value. Market value is used as fair value for those securities for which market quotations are readily available. Interest income from investment of pooled cash is allocated to the funds based on monthly cash balances. Investments are presented at fair value except as noted below. The fair value of participants' position in the investment pools is the same as the value of the investment pools' shares and investment income includes changes in fair value (i.e., realized and unrealized gains or losses). Money market funds (such as short-term, highly liquid debt instruments including bankers' acceptances and securities notes, bills, and bonds of the U.S. government and its agencies), and participating interest-earning investment contracts (such as negotiable certificates of deposit, certificates of deposit, and repurchase agreements) that have a remaining maturity at the time of purchase of one year or less, are carried at amortized cost which approximates fair value. Certain disclosures, if applicable, for deposits and investment risks such as interest rate risk and custodial credit risk are required to be disclosed in the financial statements. 01:3 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3—CASH AND INVESTMENTS (Continued) B. Investments (Continued) ■ Fair Value Hierarchy ■ Interest Rate Risk ■ Credit Risk o Overall o Custodial Credit Risk o Concentrations of Credit Risk In addition, other disclosures are specified, including use of certain methods to present deposits and investments, highly sensitive investments, credit quality at year-end, and other information. For purposes of the Statement of Cash Flows of the proprietary fund types, cash and cash equivalents include all investments, as the City operates an internal cash management pool which maintains the general characteristics of a demand deposit account. Fair Value Hierarchy The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs. The following is a summary of the fair value hierarchy of the fair value of cash and investments of the City as of June 30, 2019: Level Level Total Investments by Fair Value Level: U.S. Treasury Bond/Note $ 39,559,256 $ 39,559,256 Supranational Agency Bond/Note $ 8,234,409 8,234,409 Federal Agency Obligations 22,847,332 22,847,332 Asset -Backed Security/ Collateralized Mortgage 6,984,331 6,984,331 Corporate notes 24,547,204 24,547,204 Total Investments $ 39,559,256 $ 62,613,276 $102,172,532 Investments measured at Amortized Cost: California Local Agency Investment Fund 29,831,962 California Asset Management Program 40,898,154 Certificates of Deposit 15,588,619 Total Cash and Investments $188,491,267 59 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3 — CASH AND INVESTMENTS (Continued) B. Investments (Continued) Investments classified in Level 1 of the fair value hierarchy are valued using quoted prices in active markets. Federal agency securities, Certificates of Deposit, Commercial paper totaling and Corporate notes classified in Level 2 of the fair value hierarchy, are valued using matrix pricing techniques maintained by various pricing vendors. Matrix pricing is used to value securities based on the securities' relationship to benchmark quoted prices. The California Local Agency Investment Fund (LAIF) is classified as exempt in the fair value hierarchy, as it is valued at amortized cost, which is exempt from being classified under GASB 72. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. Concentration of Credit Risk The investment policy of the City contains limitations on the amount that can be invested in any one issuer. The City has the following investments in one issuer (other than money market funds and an external investment pool) that represent 5% or more of total City investments: Issuer Fannie Mae Interest Rate Risk Investment Amount Federal Agency Securities $ 19,696,687 To minimize exposure to fair value losses caused by rising interest rates and to meet the liquidity needs of the City, the City's investment policy limits its investment portfolio to a maturity of less than 5 years. I nvestm ent Type 12 Months or less 13 to 24 Months 25 to 60 Months Total Percentage of Portfolio U.S. Treasury Bond/Note $ 39,559,256 $ 39,559,256 20.99% Supranational Agency Bond/Note $ 7,002,046 1,232,363 8,234,409 4.37% Federal Agency Obligations 22,847,332 22,847,332 12.12% Corporate notes $ 3,303,121 10,405,284 10,838,799 24,547,204 13.02% Asset -Backed Security/ Collateralized Mortgage 6,984,331 6,984,331 3.71% Certificates of Deposit 8,459,855 7,128,764 15,588,619 8.27% California Asset Management Program 40,898,154 40,898,154 21.70% California Local Agency Investment Fund 29,831,962 29,831,962 15.83% Total Investments $ 82,493,092 $ 24,536,094 $ 81,462,081 $188,491,267 100.00% 60 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3 — CASH AND INVESTMENTS (Continued) B. Investments (Continued) Credit Risk State law limits investments in commercial paper and corporate bonds to be rated in a category "A" or its equivalent or better by nationally recognized statistical rating organizations (NRSROs). It is the City's polity to limit its investments in these investment types to the top rating issued by NRSROs, including raters Standard & Poor's, Fitch Ratings, and Moody's Investors Service (Moody's). Investment Type: Fair Value: Moody's Rating U.S. Treasury Bond/Note $ 39,559,256 Aaa Federal Agency Obligations 22,847,332 Aaa Supranational Agency Bond/Note 8,234,409 Aaa Asset -Backed Security/ Collateralized Mortgage 6,984,331 Aaa Corporate Notes: Bankof Newyork Mellon (Callable) 1,785,048 Al American Express Credit (Callable) 1,298,638 A2 John Deere Capital Corp Notes 219,435 A2 Wal-MartStores Inc. Corp Notes 1,846,677 Aa2 Toyota Motor Credit Corp Notes 380,156 Aa3 Wells Fargo Corp Notes 967,105 A2 Toyota Motor Credit Corp Notes 937,731 Aa3 Bank of New York Mellon (Callable) 2,010,992 Al Bank of America Corp Note 925,734 A2 Morgan Stanley Corp Notes 921,724 A3 Goldman Sachs GRP Inc Corp Int(Callable) 923,128 A3 Branch Banking &Trust (Callable) 1,492,037 A2 Cisco Systems Inc Corp(Callable) 1,416,632 Al Citigroup Inc Corp (Callable) 929,541 A3 IBM Corps Bonds 2,013,148 Al Walt Disney Company/The Corp Notes 1,082,490 A2 Amazon.com Inc. Bonds 1,766,979 A3 1PMorgan Chase & Co Bonds 984,867 A2 Home Depot Inc Corp Notes 1,098,742 A2 Pfizer Inc. Corp Notes 1,546,400 Al Certificates of Deposit 15,588,619 FDIClnsured California Asset Management Program 40,898,154 Not Rated Califomia Local Agency Investment Fund 29,831,962 Not Rated $ 188,491,267 Custodial Credit Risk For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are held by the counterparty. All of the City's investments in securities are held in the name of the City. The City s custody agreement policy prohibits counterparties holding securities not in the City's name. r -M CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 3—CASH AND INVESTMENTS (Continued) C. Investments in LAIF The City is a participant in the Local Agency Investment Fund (LAIF) that is regulated by California Government Code Section 16429 under the oversight of the Treasurer of the State of California. The City reports its investment in LAIF at the fair value amount provided by LAIF, which is the same as the value of the pool share. The balance available for withdrawal is based on the accounting records maintained by the State, which are recorded on an amortized cost basis. Included in LAIF's investment portfolio are collateralized mortgage obligations, mortgage-backed securities, other asset-backed securities, loans to certain state funds, floating rate Securities issued by federal agencies, government-sponsored enterprises, United States Treasury Notes and Bills and corporations. As of June 30, 2019, these investments have an average maturity of 173 days. D. California Asset Management Program The City is a voluntary participant in the California Asset Management Program (CAMP). CAMP is an investment pool offered by the California Asset Management Trust (the Trust). The Trust is a joint powers authority and public agency created by a Declaration of Trust and established under the provisions of the California Joint Exercise of Powers Act (California Government Code Sections 6500 et seq., or the "Act") for the purpose of exercising the common power of its participants to invest certain proceeds of debt issues and surplus funds. The Pool's investments are limited to investments permitted by subdivisions (a) to (n), inclusive, of Section 53601 of the California Government Code. The City reports its investments in CAMP at the fair value amounts provided by CAMP, which is the same as the value of the pool share. At June 30, 2019, these investments have an average maturity of 54 days, and the fair value approximated was the City's cost. NOTE 4— INTERFUND TRANSFERS AND TRANSACTIONS A. Transfers Between Funds With Council approval, resources may be transferred from one City fund to another. The purpose of the majority of transfers is to allocate resources from the fund that receives them to the fund where they will be spent without a requirement for repayment. Less often, a transfer may be made to open or close a fund. 62 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 300 2019 NOTE 4 — INTERFUND TRANSFERS AND TRANSACTIONS (Continued) Transfers between funds for the year ending June 30, 2019, are as follows: Transfers Out General Fund Storm Drain Fund Debt Service Fund Non Major Water Fund Sewer Fund Waste Management Fund Parking Fund Building Enterprise Fund Total In Transfers In Debt Service Capital Projects General Fund Fund Fund Non Major Total Out $ 4,684,811 $ 13,934,000 $ 143,500 $ 18,762,311 (c)(d) $ 15,000 2,063,089 3,531,681 611,148 1,822,869 937,822 721,279 61,000 333,088 104,300 $ 2,783,637 $ 6,747,900 $ 19,288,550 (a) To fund debt service and administrative support (b) To fund capital projects (c) To fund capital projects and various city services (d) To fund debt service B. Interfund Receivables and Payables 2,078,089 (d) 3,531,681 (b) 2,434,017 (b) 937,822 (a) 721,279 (a) 61,000 (a) 333,088 (a) 104,300 (a) $ 143,500 $ 28,963,587 During the course of operations, transactions may occur between funds to account for goods received or services rendered. Transactions between funds that are representative of lending or borrowing arrangements outstanding at the end of the fiscal year are referred to as advances to/from other funds, which represent the noncurrent portion of any interfund loans. All other outstanding balances between funds are reported as due to/from other funds. Any other residual balances outstanding between the governmental activities and business -type activities are reported in the government -wide financial statements as internal balances. C. Internal Balances Internal balances are presented only in the government -wide financial statements. They represent the net interfund receivables and payables remaining after the elimination of all such balances within governmental and business -type activities. Due From Due To Debt Service Non -major Water Sewer Total Due Fund Funds Fund Fund From Capital Projects Fund $ 356,235 $ 356,235 Debt Service Fund $ 2,277 $ 2,277 4,554 General Fund $ 10,084 10,084 Totals $ 356,235 $ 10,084 $ 2,277 $ 2,277 $ 370,873 63 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 5 — CAPITAL ASSETS All capital assets are valued at historical cost or estimated historical cost if actual historical cost is not available. Contributed capital assets are valued at their estimated acquisition value on the date contributed. Furthermore, the book value of grant -funded assets is shown net of any grant reimbursement revenue. Capital outlay is recorded as expenditures in the General, Capital Projects, and other governmental funds and as an asset in the government -wide financial statements to the extent that the City's capitalization threshold is met. Major outlays for capital assets and improvements are capitalized as projects are constructed. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. Interest incurred during the construction phase of the capital assets of business -type activities is reflected in the capitalized value of the asset constructed, net of interest earned on the invested proceeds over the same period. Except for roads and parking lots covered by the modified approach, depreciation has been provided on capital assets excluding land and construction in progress. Depreciation of all capital assets is charged as an expense against operations each year and the total amount of depreciation taken over the years, called accumulated depreciation, is reported on the Statement of Net Position as a reduction in the book value of capital assets. Depreciation is provided using the straight-line method which means the cost of the asset is divided by its expected useful life in years and the result is charged to expense each year until the asset is fully depreciated. The City has assigned the useful lives listed below to capital assets. Type of Asset Years Buildings and structures 10-100 Improvements 10-100 Machinery and equipment 5-15 Infrastructure 10-100 The modified approach is an alternative to depreciation that may be applied for eligible infrastructure capital assets. The City has elected to follow the modified approach for paved roads and parking lots. No depreciation is reported for these assets nor are amounts capitalized in connection with improvements that lengthen the lives of the roads and parking lots, unless the improvements also increase their service potential. Rather, costs for both maintenance and preservation of these assets are expensed in the period incurred. The City maintains an inventory of the roads and parking lots and performs periodic condition assessments to establish the condition levels of the systems. Additional information regarding the condition of paved roads can found in the required supplementary information. 64 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 5 — CAPITAL ASSETS (Continued) Intangible Assets In 2010, the City adopted GASB Statement No. 51, Accounting and Financial Reporting for Intangible Assets. GASB Statement No. 51 established accounting and financial reporting requirements for intangible assets to reduce inconsistencies, enhancing the comparability of the accounting and financial reporting of such assets among state and local governments. The statement also provides authoritative guidance that specifically addresses the nature of the intangible assets that are internally created by the governmental entity. Examples of intangible assets include easements, land use rights, and computer software. The City capitalizes intangible assets with an acquisition cost of at least $5,000 and an estimated useful life in excess of one year. Artwork and historical artifacts of the City held for public exhibition or promotion of education and public service rather than financial gain are not capitalized and are expensed when incurred. As of June 30, 2019, the City does not have intangible assets. A. Capital Asset Activity from Governmental Activities Capital asset activity for the year ended June 30, 2019, relating to governmental activities was as follows: Total Governmental Activities Capital assets not being depreciated: La nd Pavement accounted for using the modified approach Construction in progress Tota I ca pita I assets, not bei ng depreci ated Capital assets being depreciated: Buildings and structures Improvements otherthan buildings Machinery and equipment Infrastructure Total capital assets, being depreciated Less accumulated depreciation for: Buildings and structures Improvements other than buildings Machinery and equipment Infrastructure Total accumulated depreciation Total capital assets, being depreciated, net Governmental activities capital assets, net Balance Balance July 01, 2018 Increases Decreases Transfers June 30, 2019 $ 6,407,198 $ 6,407,198 32,947,987 32,947,987 4,630,122 $ 14,297,512 $ (7,530) $ (12,119,345) 6,800,759 43,985,307 14,297,512 (7,530) (12,119,345) 46,155,944 42,100,412 39,184,013 21,104,762 56,986,691 1,558,294 42,100,412 7,916,819 47,100,832 (961,745) 109,457 21,810,768 4,093,069 61,079,760 159,375,878 1,558,294 (961,745) 12,119,345 172,091,772 18,281,484 822,568 19,104,052 29,175,346 914,852 30,090,198 17,613,566 1,394,643 (961,745) 18,046,464 20,158,807 820,509 20,979,316 85,229,203 3,952,572 (961,745) 88,220,030 74,146,675 (2,394,278) 12,119,345 83,871,742 $ 118,131,982 $ 11,903,234 $ (76530) $ 130,027,686 65 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 5 — CAPITAL ASSETS (Continued) B. Capital Asset Activity from Business -Type Activities Capital asset activity for the year ended June 30, 2019, relating to business -type activities was as shown below. Total Business -type Activities Capital assets not being depreciated: Land Construction in progress Total capital assets, not being depreciated Capital assets being depreciated: Buildings and structures Improvements other than buildings Machinery and equipment Total capital assets, being depreciated Less accumulated depreciation for: Buildings and structures Improvements other than buildings Machinery and equipment Total accumulated depreciation Total capital assets, being depreciated, net Business -type activities capital assets, net C. Depreciation Expense Balance Balance July 01, 2018 Increases Decreases Transfers June 30, 2019 $ 6,357,188 $ 6,357,188 4,441,359 $ 5,084,767 $ (9,141) $ (1,941,977) 7,575,008 10,798,547 5,084,767 (9,141) (1,941,977) 13,932,196 3,924,051 3,924,051 171,292,264 219,297 1,893,720 173,405,281 7,359,092 251,654 (224,732) 48,257 7,434,271 182,575,407 470,951 (224,732) 1,941,977 184,7631603 1,500,607 80,137 1,580,744 77,798,288 4,813,181 82,611,469 5,580,860 311,612 (224,732) 5,667,740 84,879,755 5,204,930 (224,732) 89,859,953 97,695,652 (4,733,979) 1,941,977 94,903,650 $ 108,494,199 $ 350,788 $ (9,141) $ 108,835,846 Depreciation expense was charged to functions and programs based on their usage of the related assets. The amounts allocated to each function or program for the current year were as follows: Governmental activities: General government Public safety Public works Parks, recreation, and library Total depreciation expense - governmental activities Business -type activities: Water Sewer Parking Total depreciation expense - business -type activities Governmental Depreciation Less:ISF Funds $ 130,792 $ 130,792 566,139 566,139 2,053,678 $ (656,256) 1,397,422 1,201,963 1,201,963 $ 3,952,572 $ (656,256) $ 3,296,316 $ 2,085,488 2,991,039 128,403 $ 5,204,930 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6— LONG-TERM DEBT Government -Wide Financial Statements In the government -wide financial statements, long-term debt and other financial obligations are reported as liabilities in the appropriate activities or proprietary funds. Bond premiums, discounts, and deferred gains and losses at refunding are deferred and amortized over the life of the bonds using the straight-line method. Issuance costs are expensed in the year incurred. Governmental Fund Financial5tatements The governmental fund financial statements do not present long-term debt, which is shown in the Reconciliation of the Governmental Funds Balance Sheet to the Government -Wide Statement of Net Position. Governmental funds recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuance are reported as other financing sources while discounts on debt issuance reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 67 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 - LONG-TERM DEBT (Continued) The following is a summary of changes in long-term debt related to governmental and business -type activities during the fiscal year ended June 30, 2019: Beginning Ending Amounts Balance Balance Due Within Description June 30, 2018 Reductions June 30, 2019 One Year Governmental Activities- Bonds: Pension Obligation Bonds, Series 2006 Storm Drainage Revenue Bonds, Series 2010 - Unamortized Premium Storm Drainage Revenue Bonds, Series 2012 - Unamortized Premium Lease Revenue Refunding Bonds, Series 2010 - Unamortized Premium Lease Revenue Bonds, Series 2012 - Unamortized Premium Storm Drainage Revenue Bonds, Series 2016 Unamortized Premium Total Governmental Activities Business -Type Activities - Bonds: Water and Wastewater Refunding Bonds, Series 2011 - Unamortized Premium Water and Wastewater Refunding Bonds, Series 2013 - Unamortized Premium Water and Wastewater Refunding Bonds, Series 2016 - Unamortized Premium Total Business -Type Activities - Bonds Business -Type Activities - Direct Borrowings: State Water Resource Loan - 2003 State Water Resource Loan - 2010 Total Business -Type Activities - Direct Borrowings Total Business -Type Activities $ 8,970,000 $ (460,000) $ 8,510,000 $ 505,000 7,995,000 (265,000) 7,730,000 275,000 149,660 (7,790) 141,870 (7,790) 9,075,000 (310,000) 8,765,000 325,000 218,476 (10,657) 207,819 (10,657) 3,260,000 (1,050,000) 2,210,000 1,085,000 163,094 (54,365) 108,729 (54,365) 8,845,000 (235,000) 8,610,000 245,000 197,607 (8,066) 189,541 (8,066) 8,800,000 (280,000) 8,520,000 295,000 931,849 (46,593) 885,256 (46,593) $ 48,605,686 $ (2,727,471) $ 45,878,215 $ 2,602,529 $ 3,910,000 $ (310,000) $ 3,600,000 $ 330,000 347,215 (34,722) 312,493 (34,722) 10,590,000 (785,000) 9,805,000 815,000 992,379 (90,216) 902,163 (90,216) 15,580,000 (935,000) 14,645,000 950,000 2,594,831 (199,603) 2,395,228 (199,603) 34,014,425 (2,354,541) 31,659,884 1,770,459 5,691,803 (571,781) 5,120,022 586,075 4,318,934 (247,780) 4,071,154 254,966 10,010,737 (819,561) 9,191,176 841,041 $ 44,025,162 $ (3,174,102) $ 40,851,060 $ 2,611,500 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities Pension Obligation Bonds, 2006 Series A Bonds — Original Issue $32,975,000 In September 2006, the City issued $32,975,000 in taxable pension obligation bonds. The City is obligated to make payments to the California Public Employees' Retirement System (CaIPERS) as a result of retirement benefits accruing to members of CalPERS. The City's statutory obligation includes, among others, the requirement to amortize the unfunded accrued actuarial liability (UAAL) and to make contributions with respect to such retirement benefits. The proceeds of the bonds were used to provide funds to allow the City to refund its current UAAL with respect to retirement benefits accruing to members of CaIPERS and to prepay a portion of its contribution to CaIPERS for the fiscal year ended June 30, 2007. Principal on the bonds is payable annually on June 1. Interest on the bonds is payable semi-annually June 1 and December 1. During fiscal year 2018-19, the City made principal and interest payments totaling $460,000 and $496,648, respectively. The bonds mature on June 1, 2036, and the underlying serial and term bonds carry an interest rate that varies from 5.2% to 5.5%. The bonds are payable from any source of available funds of the City. The bond covenants contain events of default that require the revenue of the City to be applied by the Trustee as specified in the terms of the agreement if any of the following conditions occur: default on debt service payments; the failure of the City to observe or perform the conditions, covenants, or agreement terms of the debt; bankruptcy filing by the City; or if any court or competent jurisdiction shall assume custody or control of the City. Remedies following an event of default include any remedy available at law or in equity. No such events of default occurred during the fiscal year ending June 30, 2019. For The Year Ending June 30 Principal 2020 2021 2022 2023 2024 2025-2029 2030-2034 2035-2036 $ 505,000 555,000 605,000 660,000 725,000 2,090,000 2,230,000 1,140,000 $ 8,510,000 Interest $ 471,500 443,891 413,550 379,966 343,329 1,237,041 704,978 96,032 $ 4,090,287 Total $ 976,500 998,891 1,018,550 1,039,966 1,068,329 3,3 27,041 2,934,978 1,236,032 $ 12,600,287 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities (Continued) Lease Revenue Refunding Bonds, Series 2010—Original Issue $8,205,000 In 2010, the Authority issued $8,205,000 of Lease Revenue Refunding Bonds, Series 2010 to refund and defease all of the Authority's outstanding Lease Revenue Bonds, Series 2001, which financed certain improvements to the City's Corporation Yard and paid the costs of issuance of the bonds. A premium of $579,892 was paid and will be amortized over the life of the bonds. The transaction resulted in an economic gain of $1,150,926 and a reduction of $2,575,952 in future debt service payments. Principal is due annually on June 1, commencing on June 1, 2007. Interest on the bonds is payable semiannually on June 1 and December 1, commencing on December 1, 2010. During fiscal year 2018-19, the City made principal and interest payments totaling $1,050,000 and $114,275, respectively. The bonds mature on June 1, 2021, and the underlying serial and term bonds carry an interest rate that varies from 2.5% to 4.0%. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues, consisting primarily of base rental payments paid by the City to the Authority and from amounts on deposit in certain funds and accounts held under the trust agreement. The City has covenanted in the facilities sublease to include all base rental payments and additional payments needed in its annual budgets. Should the City default under the facilities sublease, the trustee may terminate the sublease and recover certain damages from the City, or may retain the facilities sublease and hold the City liable for base rental payments as they become due. Base Rental payments may not be accelerated upon a default under the facilities sublease. No such events of default occurred during the fiscal year ending June 30, 2019. For The Year End! ng June 30 Principal Interest Total 2020 $ 1,085,000 $ 82,775 $ 1,167,775 2021 1,125,000 39,375 1,164,375 2022 2,210,000 122,150 2,332,150 Plus: Una mortized premium 108,729 108,729 $ 2,318,729 $ 122,150 $ 2,440,879 70 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6— LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities (Continued) Storm Drainage Revenue Bonds, Series 2010— Original Issue $9,805,000 Series 2010A-1 Tax -Exempt $2,635,000 Series 2010A-2 Taxable — Build America Bonds $7,170,000 The Authority issued Storm Drainage Revenue Bonds, Series 2010 to provide funds to the City to finance certain improvements to the City's Storm Drainage System and fund a reserve account for the bonds. The bonds include $2,635,000 in tax-exempt bonds and $7,170,000 in taxable Build America Bonds under the American Recovery and Reinvestment Act of 2009 (Recovery Act). Pursuant to the Recovery Act, the City expects to receive a cash subsidy payment from the United States Treasury up to 35% of the interest payable on the Series 2010A-2 bonds on or about each interest payment date. The Refundable Credits received by the City constitute system revenues and are pledged to the payment of installment payments under the Installment Sale Agreement. The tax-exempt series was issued at a premium of $210,326, which will be amortized over the life of the bonds. Principal is due annually on July 1, commencing July 1, 2011. Interest on the bonds is payable semiannually on January 1 and July 1, commencing on January 1, 2011. During fiscal year 2018-19, the City made principal and interest payments on the tax-exempt series totaling $265,000 and $34,225, respectively. Principal and interest payments on the taxable series totaled $0 and $319,555, respectively, net of the Build America Bonds Interest subsidy. The bonds mature on July 1, 2038, and the underlying serial and term bonds carry interest rates which vary from 3.0% to 6.8%. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues generally consisting of installment payments paid by the City to the Authority and from amounts on deposit in certain funds and accounts held under the trust agreement. The installment payments are special obligations of the City under the 2010 Installment Sale Agreement and are separately secured by a pledge of the system revenues of the Storm Drainage System. System revenues are required to be at least equal to 110% of the maximum annual debt service for all outstanding installment payments and all outstanding parity obligations during each fiscal year. The system revenues consist primarily of the Storm Drainage Fees approved by a majority of the parcel owners in the City voting at a special election May 5, 2009. Failure by the City to pay installment payments constitutes an event of default under the installment sale agreement, and the trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. The trustee has no right to accelerate the total unpaid principal amount of the installment payments. No such events of default occurred during the fiscal year ending lune 30, 2019. 71 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities (Continued) Storm Drainage Revenue Bonds, Series 2010 (continued) Storm Drainage -Series 2010A-1 -Tax Governmental For The Year EndingJune 30 Principal Interest Tota I 2020 $ 275,000 $ 20,975 $ 295,975 2021 285,000 9,975 294,975 560,000 30,950 590,950 Plus: Unamortized premium 141,870 $ 701,870 141 $ 30,950 $ 732,820 Storm Drainage- Series 2010B Taxable- Build America Bonds Governmental For The Yea r Ending June 30 Principal Interest Subsidy* Total 2020 $ 475,245 $ (156,522) $ 318,723 2021 475,245 (156,522) 318,723 2022 $ 295,000 475,245 (156,522) 613,723 2023 310,000 457,377 (150,637) 616,740 2024 320,000 438,600 (144,453) 614,147 2025-2029 1,815,000 1,872,990 (616,869) 3,071,121 2030-2034 2,250,000 1,212,828 (399,445) 3,063,383 2035-2038 2,180,000 378,308 (124,596) 2,433,712 $ 7,170,000 $ 5,785,838 $ (1,905,566) $ 11,050,272 * Assumes sequestration rate of Federal subsidy of Build America Bonds remains at 2020 rate (5.9%) 72 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities (Continued) Lease Revenue Bonds, Series 2012 — Original Issue $10,030,000 In December 2012, the Authority issued the Lease Revenue Bonds, Series 2012 to finance certain improvements to Downtown Burlingame Avenue in accordance with the City's Downtown Burlingame Avenue Streetscape Project and to pay the costs of issuance of the bonds. The bonds were issued at a premium of $237,936, which will be amortized over the life of the bonds. Principal and interest are due annually on June 1, commencing on June 1, 2013. During fiscal year 2018-19, the City made principal and interest payments totaling $235,000 and $315,888, respectively. The bonds mature on lune 1, 2042, and the underlying serial and term bonds carry an interest rate that varies from 2.0% to 5.0%. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from revenues consisting primarily of base rental payments paid by the City to the Authority and from amounts on deposit in certain funds and accounts held under the trust agreement. The City has covenanted in the facilities sublease to include all base rental payments and additional payments needed in its annual budgets. Should the City default under the facilities sublease, the trustee may terminate the sublease and recover certain damages from the City, or may retain the facilities sublease and hold the City liable for base rental payments as they become due. Base rental payments may not be accelerated upon a default under the facilities sublease. No such events of default occurred during the fiscal year ending June 30, 2019. For The Year Ending June 30 Principal Interest Total 2020 $ 245,000 $ 306,488 $ 551,488 2021 250,000 296,688 546,688 2022 265,000 286,688 551,688 2023 275,000 276,088 551,088 2024 285,000 262,338 547,338 2025-2029 1,620,000 1,123,719 2,743,719 2030-2034 1,895,000 855,187 2,750,187 2035-2039 2,235,000 509,950 2,744,950 2040-2042 1,540,000 109,025 1,649,025 8,610,000 4,026,171 12,636,171 Plus: Unamortized premium 189,541 189,541 $ 8,799,541 $ 4,026,171 $ 12,825,712 73 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities (Continued) Storm Drainage Revenue Bonds, Series 2012 — Original Issue $10,615,000 In December 2012, the Authority issued Storm Drainage Revenue Bonds, Series 2012 to provide funds to the City to finance certain improvements to the City's Storm Drainage System and fund a reserve account for the bonds. Principal is due annually on July 1, commencing July 1, 2013. Interest on bonds is payable semiannually on January 1 and July 1, commencing on July 1, 2013. During fiscal year 2018-19, the City made principal and interest payments totaling $310,000 and $311,544, respectively. The bonds mature on July 1, 2038, and the underlying serial and term bonds carry interest rates which vary from 2.0% to 5.0%. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues generally consisting of installment payments paid by the City to the Authority and from amounts on deposit in certain funds and accounts held under the trust agreement. The installment payments are special obligations of the City under the 2012 Installment Sale Agreement and are separately secured by a pledge of the system revenues of the Storm Drainage System. System revenues are required to be at least equal to 110% of the maximum annual debt service for all outstanding installment payments and all outstanding parity obligations during each fiscal year. The system revenues consist primarily of the Storm Drainage Fees approved by a majority of the parcel owners in the City voting at a special election May 5, 2009. Failure by the City to pay installment payments constitutes an event of default under the installment sale agreement, and the trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. The trustee has no right to accelerate the total unpaid principal amount of the installment payments. No such events of default occurred during the fiscal year ending June 30, 2019. For The Year Ending June 30 Principal Interest Total 2020 2021 2022 2023 2024 2025-2029 2030-2034 2035-2038 Plus: Unamortized premium 5 325,000 340,000 360,000 370,000 395,000 2,165,000 2,505,000 2,305,000 8,765,000 207,819 $ 299,144 286,144 269,144 251,144 232,644 952,876 615,988 190,289 3,097,373 $ 624,144 626,144 629,144 621,144 627,644 3,117,876 3,120,988 2,495,289 11,862,373 207,819 $ 8,972,819 $ 3,097,373 $ 12,070,192 74 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6—LONG-TERM DEBT (Continued) A. Long -Term Debt from Governmental Activities (Continued) Storm Drainage Revenue Bonds, Series 2016— Original Issue $9,855,000 In February 2016, the Authority issued Storm Drainage Revenue Bonds, Series 2016 to provide funds to the City to finance certain improvements to the City's Storm Drainage System and fund a reserve account for the bonds. Principal is due annually on July 1, commencing July 1, 2016. Interest on bonds is payable semiannually on January 1 and July 1, commencing on July 1, 2017. During fiscal year 2018-19, the City made principal and interest payments totaling $280,000 and $369,075, respectively. The bonds mature on July 1, 2038, and the underlying serial and term bonds carry interest rates which vary from 2.0% to 5.0%. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues generally consisting of installment payments paid by the City to the Authority and from amounts on deposit in certain funds and accounts held under the trust agreement. The installment payments are special obligations of the City under the 2016 Installment Sale Agreement and are separately secured by a pledge of the system revenues of the Storm Drainage System. System revenues are required to be at least equal to 110% of the maximum annual debt service for all outstanding installment payments and all outstanding parity obligations during each fiscal year. The system revenues consist primarily of the Storm Drainage Fees approved by a majority of the parcel owners in the City voting at a special election May 5, 2009. Failure by the City to pay installment payments constitutes an event of default under the installment sale agreement, and the trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. The trustee has no right to accelerate the total unpaid principal amount of the installment payments. No such events of default occurred during the fiscal year ending June 30, 2019. For The Yea r Ending June 30 Principal Interest Total 2020 2021 2022 2023 2024 2025-2029 2030-2034 2035-2038 $ 295,000 305,000 310,000 335,000 345,000 2,030,000 2,530,000 2,370,000 8,520,000 $ 357,875 346,075 333,875 318,375 301,625 1,229,375 743,375 269,750 3,900,325 $ 652,875 651,075 643,875 653,375 646,625 3,259,375 3,273,375 2,639,750 12,420,325 Plus: Unamortized premium 885,256 885,256 $ 9,405,256 $ 3,900,325 $ 13,305,581 75 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6— LONG-TERM DEBT (Continued) B. Long -Term Debt from Business -Type Activities (Continued) Waterand Wastewater Refunding Revenue Bonds, Series 2011—Original Issue $5,935,000 In 2011, the Authority issued $5,935,000 of Water and Wastewater Refunding Revenue Bonds, Series 2011 to refund and defease all of the Authority's outstanding Water and Wastewater Revenue Bonds, Series 2003, which financed certain improvements to the City's water and wastewater system, and to pay the costs of issuance of the bonds. Principal is payable annually on April 1, commencing April 1, 2012. Interest on the bonds is payable semiannually on April 1 and October 1, commencing April 1, 2012. For the current year, principal and interest paid on the Water and Wastewater Bonds, Series 2011 were $310,000 and $187,751, respectively. Of this amount, principal and interest payments made by the Water Enterprise Fund were $195,000 and $119,563, respectively. Principal and interest payments made by the Sewer Enterprise Fund were $115,000 and $68,188, respectively. The bonds mature on April 1, 2028, with an interest rate that varies from 4.00 to 4.75%. A premium of $575,800 was paid and will be amortized over the life of the bond. The refunding transaction resulted in an economic gain of $450,734 and a reduction of $1,429,732 in future debt service payments. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues generally consisting of separate installment payments paid by the City to the Authority. The bonds are secured by a pledge of the net revenue generated from the water system, wastewater system, and from amounts on deposit in certain funds held under the trust agreement. Net system revenues are required to be at least equal to 120% of the installment payments and debt service for any parity obligations during each fiscal year, and net system revenues (excluding connection fees and money transferred from any rate stabilization fund) will be equal to at least 100% of the installment payments and debt service on other parity obligation during each fiscal year. The City is not obligated to use system net revenues from one system to make up for a deficiency in the installment payments in connection with the other system. Failure by the City to pay installment payments constitutes an event of default under the installment sale agreement, and the trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. Although the trustee has the right to accelerate the total unpaid principal amount of the installment payments, there is no assurance that the City would have sufficient funds to pay the accelerated amounts. No such events of default occurred during the fiscal year ending June 30, 2019 76 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) B. Long -Term Debt from Business -Type Activities (Continued) For The Year Ending lune 30 Principal Interest Total 2020 $ 950,000 $ 630,100 $ 1,580,100 2021 985,000 592,100 1,577,100 2022 1,035,000 552,700 1,587,700 2023 1,080,000 500,950 1,580,950 2024 1,130,000 446,950 1,576,950 2025-2029 6,485,000 1,407,650 7,892,650 2030-2031 2,980,000 180,000 3,160,000 14,645,000 4,310,450 18,955,450 Plus: Unamortized premium 2,395,228 2,395,228 $ 17,040,228 $ 4,310,450 $ 21,350,678 Water and Wastewater Revenue Refunding Bonds, Series 2013— Original Issue $14,260,000 In 2013, the Authority issued $14,260,000 of Water and Wastewater Revenue Refunding Bonds, Series 2013 to advance refund the Authority's outstanding Water and Wastewater Revenue Bonds, Series 2004, which financed certain improvements to the City's water and wastewater system, and to pay the costs of issuance of the bonds. Principal is payable annually on April 1, commencing April 1, 2013. Interest on the bonds is payable semi-annually on April 1 and October 1, commencing October 1, 2013. During fiscal year 2018-19, the City made principal and interest payments of $785,000 and $419,701, respectively. Of this amount, principal and interest payments made by the Water Enterprise Fund were $525,000 and $278,838, respectively. Principal and interest payments made by the Sewer Enterprise Fund were $260,000 and $140,863, respectively. The bonds mature on April 1, 2029, with underlying serial and term bonds carrying an interest rate that varies from 2.00% to 5.00%. The bond was issued a premium of $1,533,676 which will be amortized over the life of the bond. The refunding transaction resulted in an economic gain of $584,903. fiJ CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) B. Long -Term Debt from Business -Type Activities (Continued) The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues generally consisting of separate installment payments paid by the City to the Authority. The bonds are secured by a pledge of the net revenue generated from the water system, wastewater system, and from amounts on deposit in certain funds held under the trust agreement. Net system revenues are required to be at least equal to 120% of the installment payments and debt service for any parity obligations during each fiscal year, and net system revenues (excluding connection fees and money transferred from any rate stabilization fund) will be equal to at least 100% of the installment payments and debt service on other parity obligation during each fiscal year. The City is not obligated to use system net revenues from one system to make up for a deficiency in the installment payments in connection with the other system. Failure by the City to pay installment payments constitutes an event of default under the installment sale agreement, and the trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. Although the trustee has the right to accelerate the total unpaid principal amount of the installment payments, there is no assurance that the City would have sufficient funds to pay the accelerated amounts. No such events of default occurred during the fiscal year ending June 30, 2019 For The Year Ending June 30 Principal Interest Total 2020 $ 815,000 $ 388,301 $ 1,203,301 2021 845,000 359,776 1,204,776 2022 875,000 325,976 1,200,976 2023 910,000 290,976 1,200,976 2024 950,000 254,576 1,204,576 2025-2029 5,410,000 611,080 6,021,080 9,805,000 2,230,685 12,035,685 Plus unamortized premium 902,163 902,163 $ 10,707,163 $ 2,230,685 $ 12,937,848 Water and Wastewater Revenue Refunding Bonds, Series 2016 — Original Issue $17,585,000 In July 2016, the Authority issued $17,585,000 of Water and Wastewater Revenue Refunding Bonds, Series 2016 to advance refund the Authority's outstanding Water and Wastewater Revenue Bonds, Series 2007, which financed certain improvements to the City's water and wastewater system, and to pay the costs of issuance of the bonds. Principal is payable annually on April 1, commencing April 1, 2017. Interest on the bonds is payable semi-annually on April 1 and October 1, commencing October 1, 2016. During fiscal year 2018-19, the City made principal and interest payments of $935,000 and $648,800, respectively. Of this amount, principal and interest payments made by the Water Enterprise Fund were $490,000 and $338,750, respectively. Principal and interest payments made by the Sewer Enterprise Fund were $445,000 and $310,050, respectively. 78 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6— LONG-TERM DEBT (Continued) B. Long -Term Debt from Business -Type Activities (Continued) The bonds mature on April 1, 2031, with underlying serial and term bonds carrying an interest rate that varies from 2.00% to 5.00%. The bond was issued a premium of $2,994,038 which will be amortized over the life of the bond. The bonds are limited obligations of the Burlingame Financing Authority and are payable by the Authority solely from the revenues generally consisting of separate installment payments paid by the City to the Authority. The bonds are secured by a pledge of the net revenue generated from the water system, wastewater system, and from amounts on deposit in certain funds held under the trust agreement. Net system revenues are required to be at least equal to 120% of the installment payments and debt service for any parity obligations during each fiscal year, and net system revenues (excluding connection fees and money transferred from any rate stabilization fund) will be equal to at least 100% of the installment payments and debt service on other parity obligation during each fiscal year. The City is not obligated to use system net revenues from one system to make up for a deficiency in the installment payments in connection with the other system. Failure by the City to pay installment payments constitutes an event of default under the installment sale agreement, and the trustee is permitted to pursue remedies at law or in equity to enforce the City's obligation to make such payments. Although the trustee has the right to accelerate the total unpaid principal amount of the installment payments, there is no assurance that the City would have sufficient funds to pay the accelerated amounts. No such events of default occurred during the fiscal year ending June 30, 2019 For The Year Ending lune 30 Principal Interest 2020 2021 2022 2023 2024 2025-2029 2030-2031 Plus: Unamortized premium Total $ 950,000 $ 630,100 $ 1,580,100 985,000 592,100 1,577,100 1,035,000 552,700 1,587,700 1,080,000 500,950 1,580,950 1,130,000 446,950 1,576,950 6,485,000 1,407,650 7,892,650 2,980,000 180,000 3,160,000 14,645,000 4,310,450 18,955,450 2,395,228 2,395,228 $ 17,040,228 $ 4,310,450 $ 21,350,678 79 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) State Water Resources Control Board Loan, 2010 (Direct Borrowing) — Principal $5,605,800 In 2010, the City entered into an agreement with CWRCB to receive financial assistance for the Influent Storm Water Retention Basin project at the City's wastewater treatment facility, which involves the construction of an influent storm water retention basin and associated pumping system, commencing in July 2011. The loan is due in annual installments payments at an interest of 2.9%, and the net revenues of the Sewer Fund are pledged for the prompt payment of debt service on the loan. Installment payments commenced July 2012 and shall be fully amortized in July 2031. The City is required to maintain compliance with all provisions of the loan. During fiscal year 2018- 19, the City made principal and interest payments of $247,780 and $125,249, respectively. For The Year Ending June 30 Principal 2020 2021 2022 2023 2024 2025-2028 Plus: Unamortized premium $ 330,000 345,000 360,000 380,000 400,000 1,785,000 3,600,000 312,493 Interest Total $ 172,251 $ 502,251 155,751 500,751 138,501 498,501 120,501 500,501 101,501 501,501 209,954 1,994,954 898,459 4,498,459 312,493 $ 3,912,493 $ 898,459 $ 4,810,952 W CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) B. Long -Term Debt from Business -Type Activities (Continued) State Water Resources Control Board Loan, 2003 (Direct Borrowing) — Principal $10,743,788 In 2003, the City entered into an agreement with the State of California Water Resources Control Board (CWRCB) to receive financial assistance for the improvement of the wastewater treatment plant which consists of upgrading the performance of several unit processes and increasing their reliability to help the plant meet discharge requirements. The loan is due in annual installment payments at an interest of 1.5%. Installment payments will start August 2007 and shall be fully amortized August 2026. The City is required to maintain compliance with all provisions of the loan. During fiscal year 2018-19, the City made principal and interest payments of $571,781 and $142,295, respectively. For The Year EndingJune 30 Principal Interest 2020 2021 2022 2023 2024 2025-2027 C. Future Debt Requirements $ 586,075 $ 128,001 600,727 113,349 615,745 98,331 631,139 82,937 646,918 67,158 2,039,418 102,810 $ 5,120,022 $ 592,586 Total $ 714,076 714,076 714,076 714,076 714,076 2,142,228 $ 5,712,608 The future outstanding debt of the City, net of amortized costs as of June 30, 2019, for governmental activities is as follows: TOTAL FUTURE DEBT REPAYMENTS - BONDS For The Year Ending June 30 Principal 2020 $ 2,730,000 2021 2,860,000 2022 1,835,000 2023 1,950,000 2024 2,070,000 2025-2029 9,720,000 2029-2034 11,410,000 2035-2039 10,230,000 2040-2042 1,540,000 44,345,000 Interest $ 1,857,480 1,740,871 1,621,980 1,532,313 1,434,083 5,799,132 3,732,911 1,319,733 109,025 19,147,528 Total $ 4,587,480 4,600,871 3,456,980 3,482,313 3,504,083 15, 519,132 15,142,911 11,549,733 1,649,025 63,492,528 Plus: Unamortized premium 1,533,215 1,533,215 $ 45,878,215 $ 19,147,528 $ 65,025,743 81 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) B. Long -Term Debt from Business -Type Activities (Continued) The future outstanding debt of the City, net of amortized costs as of June 30, 2019, for business - type activities is as follows: TOTAL FUTURE DEBT REPAYMENTS - BONDS For The Year EndingJune 30 Principal Interest Total TOTAL FUTURE DEBT REPAYMENTS - DIRECT BORROWINGS For The Year Ending June 30 Principal Interest Total 2020 $ 2,095,000 $ 1,190,652 $ 3,285,652 2020 $ 841,041 $ 246,064 $ 1,087,105 2021 2,175,000 1,107,627 3,282,627 2021 863,087 224,019 1,087,106 2022 2,270,000 1,017,177 3,287,177 2022 885,713 201,393 1,087,106 2023 2,370,000 912,427 3,282,427 2023 908,936 178,169 1,087,105 2024 2,480,000 803,027 3,283,027 2024 932,772 154,334 1,087,106 2025-2029 13,680,000 2,228,684 15,908,684 2025-2029 3,597,946 409,429 4,007,375 2030-2032 2,980,000 180,000 3,160,000 2030-2032 1,161,681 71,255 1,232,936 28,050,000 7,439,594 35,489,594 $ 9,191,176 $ 1,484,663 $ 10,675,839 Plus unamortized premium 3,609,884 3,609,884 $ 31,659,884 $ 7,439,594 $ 39,099,478 D. Arbitrage Rebate Liability Under U.S. Treasury Department regulations, all government tax — exempt debt issued after August 31, 1986, is subject to arbitrage rebate requirements. The requirements stipulate, in general, that the excess of earnings from the investment of tax-exempt bond proceeds over related interest expenditure on the bonds must be remitted to the federal government on every fifth anniversary of each bond issue. The city has valuated each outstanding debt obligation that is subjected to arbitrage rebate requirement and has determined that there is no arbitrage rebate liability as of June 30, 2019. E. Credit Rating The City carried underlying ratings of AA+ for the Water and Sewer Funds, AA+ for the Storm Drainage Fund, and AAA as the City's institutional credit rating for general obligation debt. These ratings were most recently affirmed by Standard & Poor's in August 2019. 82 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) F. Revenue Pledge The City has pledged future revenues to debt service on previously issued revenue bonds to finance the capital programs related to the Water and Sewer Funds or defease previously issued revenue bonds: (1) Water and Wastewater Revenue Bonds, Series 2011; (2) Water and Wastewater Refunding Revenue Bonds, Series 2013; (3) Water and Wastewater Refunding Revenue Bonds, Series 2016. Debt service on certain bonds are payable solely through the net revenue of the activities of the Water and Sewer Funds. G. Revenue Pledge Under the provisions of GASB Statement No. 48, the City's net revenue for the year ended June 30, 2019, and net amounts available to pay debt service on the revenue bonds are as follows: Water Fund Sewer Fund Pledged revenue required forfuture principal and interest $ 20,754,347 $ 25,411,086 Principal and interest paid duringthe year 1,947,151 2,426,206 Net revenue, excluding depreciation and amortization 7,640,576 7,609,959 Percentage of revenue pledged 25.48% 31.88% Term of commitment 2031 2031 H. Debt Service Coverage Under the terms of the City's Indenture, the Water and Sewer Funds are required to collect sufficient net revenues each fiscal year, which may include any other unappropriated enterprise funds available for expenditure on debt service. The Indenture requires that net revenues are, at minimum, equal to 1.20 times annual debt service for the applicable fiscal year. For the year ended June 30, 2019, the Water and Sewer Funds had sufficient net revenues to satisfy the requirements of the Indenture. Under the terms of the City's Indenture, the Storm Drainage Fund is required to collect sufficient net revenues each fiscal year, which may include any other unappropriated funds available for expenditure on debt service. The Indenture requires that net revenues are, at minimum, equal to 1.10 times annual debt service for the applicable fiscal year. For the year ended June 30, 2019, the Storm Drainage Fund had sufficient net revenues to satisfy the requirements of the Indenture. Other obligations relating to governmental activities are paid solely from available revenue of the City, such as the Lease Revenue Bonds Series 2010 and the Pension Obligation Bonds Series 2006, which are subordinate to previously issued parity debt relating to the Water and Sewer Funds. 83 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6— LONG-TERM DEBT (Continued) The following table summarizes debt service coverage levels for the Water Fund for the fiscal year ending June 30, 2019: Water Fund Gross operating revenue Less: Operating expenses, except depreciation and amortization Net revenue Debt Service Water Refunding Bonds, Series 2016 Water Refunding Bonds, Series 2011 Water Refunding Bonds, Series 2013 Parity Debt Service Lease Revenue Bonds, Series 2010 Pension Obligation Bond, Series 2006 Total Debt Service Parity Debt Service Coverage Total Debt Service Coverage $ 19,683,908 (12,043,332) 7,640,576 828,750 314,563 803,838 1,947,151 384,211 119,581 $ 2,450,943 3.92 3.12 The following table summarizes debt service coverage levels for the Sewer Fund for the fiscal year ending June 30, 2019: Sewer Fund Gross operating revenue Less: Operating expenses, except depreciation and amortization Net revenue Debt Service State Water Resource Board Loan, 2003 Wastewater Refunding Bonds, Series 2016 State Water Resource Board Loan, 2010 Wastewater Refunding Bonds, Series 2011 Wastewater Refunding Bonds, Series 2013 Parity Debt Service Lease Revenue Bonds, Series 2010 Pension Obligation Bond, Series 2006 Total Debt Service Parity Debt Service Coverage Total Debt Service Coverage $ 15,732,905 (8,122,946) 7,609,959 $ 714,076 755,050 373,029 183,188 400,863 2,426,206 394,211 119,581 $ 2,929,998 3.14 2.60 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 6 — LONG-TERM DEBT (Continued) The following table summarizes debt service coverage levels for the Storm Drainage Fund for the fiscal year ending June 30, 2019: Storm Drainage Fund Net Revenue, Excluding Depreciation and Amortization $ 3,453,284 Debt Service Storm Drain Revenue Bond, Series 2010 618,780 Storm Drain Revenue Bond, Series 2012 621,544 Storm Drain Revenue Bond, Series 2016 649,075 Parity Debt Service $ 1,889,399 Parity Debt Service Coverage 1.83 NOTE 7 - OTHER LONG-TERM LIABILITIES A. Compensated Absences The City's compensated absences consist of accumulated vacation, compensatory time, and administrative leave for management employees. The estimated unpaid compensated absences at June 30, 2019 are recorded in the government -wide and proprietary fund financial statements. The City permits its employees to accumulate vacation hours up to a maximum of two years of annual accrual. Depending on the bargaining unit, Sick leave is accumulated up to 2000 or 2080 hours. Upon retirement unused sick leave is reported to CaIPERS and converted to service credit in accordance with CalPERS rules and procedures. Depending on the bargaining unit, an employee may elect to be compensated for up to 600 hours of unused sick leave and the remainder can be reported to CalPERS for conversion to service credit. At retirement or termination, employees receive compensation for any unused vacation leave balance, any accrued compensatory time, and administrative leave for management employees. Such cash payments are recognized as expenditures of the government -wide and proprietary funds. The General Fund has been primarily used to liquidate the liability for compensated absences. Balance on June 30, 2018 Additions Payments Balance on June 30, 2019 Due Within One Year Noncurrent Portion Governmental Business Total $ 2,447,067 $ 325,138 $ 2,772,205 1,729,572 370,144 2,099,716 (1,696,947) (343,514) (2,040,461) $ 2,479,692 $ 351,768 $ 2,831,460 $ 470,420 $ 41,443 $ 511,863 $ 2,009,272 $ 310,325 $ 2,319,597 85 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 7—OTHER LONG-TERM LIABILITIES (Continued) B. Pollution Remediation Obligation Landfill Closure and Post -Closure Costs The City closed the Burlingame Landfill located on Airport Boulevard in accordance with the California Code of Regulations under the jurisdiction of the California Integrated Waste Management Board in 1987. The landfill had been filled to capacity and has been reconstructed as a multi -use recreational facility. State and federal laws and regulations require that the City perform certain maintenance and monitoring functions at the landfill site. These same regulations require the City to make annual contributions and/or provide an alternative funding mechanism to finance closure and post -closure costs. The City has collected a surcharge on solid waste collection fees in order to cover these costs. The City was also required by the Bay Area Air Quality Management Board to install a gas collection system. In 1997, the City developed a post -closure plan that met all regulatory requirements. The post - closure estimate was $3,660,000. In 2008, the City recognized an additional liability, as required by the State, for corrective action. The corrective action cost estimate was $733,100. Consequently, the City recorded 100% of its closure and post -closure costs based upon these estimates. At June 30, 2019, the City s outstanding future post -closure and corrective action costs were estimated at $3,287,434. This estimate is based upon the original estimates for post -closure and corrective action costs as reported to the California Department of Resources Recycling and Recovery (CalRecycle) as adjusted, based on changes in the implicit price deflator for the gross national product in accordance with Title 27 of the California Code of Regulations, reduced by any permitted 15 year amortization of post -closure costs, and adjusted for incurred costs and expected costs of remediation. The City will fund ongoing post -closure costs with a combination of revenues from the surcharge and interest earnings. However, if these revenues are inadequate or additional post -closure care requirements are determined, these costs may need to be covered by additional garbage surcharges or from future tax revenue. 86 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 8 — RISK MANAGEMENT A. Self -Insurance and Contingent Liabilities Effective July 1, 1976, and December 2, 1976, respectively, the program for workers' compensation and general liability. The Liability Assurance Network Joint Powers Authority (PLAN JPA), which consists of 28 member cities in the San Francisco Bay City implemented a self-insurance City is a member of the Pooled a joint powers insurance authority Area. PLAN JPA provides liability insurance with coverage, claims management, risk management services, and legal defense to its participating members. PLAN JPA is governed by a board of directors, which comprises officials appointed by each participating member. Premiums paid to PLAN JPA are subject to possible refund based on the results of actuarial studies and approval by PLAN JPA's board of directors. Premiums are assessed to the participants based on their individual loss experience. The PLAN JPA claim administrators set the reserve levels for known liability claims. General liability insurance coverage has been purchased by PLAN JPA for losses exceeding $250,000 up to a maximum of $10,000,000. The workers' compensation program is administered by a third -party administrator (TPA). The TPA sets reserve levels for reported claims. Excess workers' compensation insurance has been purchased by the City for losses exceeding $500,000 up to the maximum statutory limit. The City's liabilities are reported when it is both probable that a loss has occurred and the amount of the loss can be reasonably estimated. The claims and litigation liabilities are reported in the governmental activities of the government -wide financial statements and in the internal service fund and include an amount for claims that have been incurred but not reported. The liabilities are re-evaluated annually using the results of actuarial studies. The estimated liability for claims and litigation is calculated considering recent claim settlement trends, amounts for claims incurred but not reported, current settlements, frequency of claims, past experience, and economic factors. Changes in the balances of the City's claims liabilities were as follows: There have been no significant reductions in any insurance coverage, nor have there been any insurance related settlements that exceeded insurance coverage during the past nine fiscal years. 87 Current Year Payments for Claims and Current and Balance Changes in Prior Fiscal Balance July Estimates Years June 30 2010-2011 $ 6,640,000 $ 2,524,265 $ (2,524,265) $ 6,640,000 2011-2012 6,640,000 1,516,265 (1,085,265) 7,071,000 2012-2013 7,071,000 1,595,000 (1,892,000) 6,774,000 2013-2014 6,774,000 2,813,959 (1,692,959) 7,895,000 2014-2015 7,895,000 911,838 (1,791,838) 7,015,000 2015-2016 7,015,000 910,959 (1,507,959) 6,418,000 2016-2017 6,418,000 1,675,414 (1,558,414) 6,535,000 2017-2018 6,535,000 1,591,781 (1,461,781) 6,665,000 2018-2019 6,665,000 1,311,960 (1,468,960) 6,508,000 There have been no significant reductions in any insurance coverage, nor have there been any insurance related settlements that exceeded insurance coverage during the past nine fiscal years. 87 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 8 — RISK MANAGEMENT (Continued) In September 2016, an actuarial review was conducted and completed to identify the estimated liability for the City's Self -Insured General Liability Program as well as determine the various funding confidence levels to cover that liability. The study estimated the expected liability for outstanding claims to be $664,000 as of June 30, 2019. The study recommends that the City set aside an amount in addition to the discounted expected loss costs to be set aside as a margin for contingencies. As of June 30, 2019, the City has funded the general liability program at the 90% confidence level noted in the actuarial report, or $664,000. In September 2016, an actuarial review was conducted and completed to identify the estimated liability for the City's Self -Insured Workers' Compensation Program as well as determine the various funding confidence levels to cover that liability as of June 30, 2019. The study estimated that the outstanding claims at June 30, 2019, were $5,844,000. The study also recommends that an amount be set aside as a margin for contingencies. As of June 30, 2019, the City has funded the workers' compensation program at the 70% confidence level noted in the actuarial report, or $5,844,000. NOTE 9 — PENSION PLANS — COST-SHARING A. General information about the Safety Pension Plan The City's Safety Plan is part of the public agency cost-sharing multiple -employer defined benefit pension plan, which is administered by CalPERS. The Plan consists of a miscellaneous pool and a safety pool (also referred to as "risk pools"), which are comprised of individual employer miscellaneous and safety rate plans, respectively. Individual employers may sponsor more than one miscellaneous and safety rate plan. The employer participates in one cost-sharing multiple - employer defined benefit pension plan regardless of the number of rate plans the employer sponsors. The City sponsors two rate plans (Police Classic tier and Police PEPRA tier) within the safety risk pool. Plan Descriptions — All qualified permanent and probationary employees are eligible to participate in the City's separate Safety Employee Pension plan, cost-sharing multiple -employer defined benefit pension plans administered by the California Public Employees' Retirement System (CalPERS), which acts as a common investment and administrative agent for its participating member employers. Benefit provisions under the Plans are established by State statute and the City's resolution. CaIPERS issues publicly available reports that include a full description of the pension plans regarding benefit provisions, assumptions and membership information that can be found on the CaIPERS website. M CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 9 — PENSION PLANS — COST-SHARING (Continued) A. General information about the Safety Pension Plan (Continued) Benefits Provided — CaIPERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non -duty disability benefits after 10 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees' Retirement Law. The Pension Reform Act of 2013 (PEPRA), Assembly Bill 340, is applicable to employees new to CalPERS and hired after December 31, 2012. The Plan's provisions and benefits in effect at June 30, 2019, are summarized as follows: Hire date Benefit formula Benefit vesting schedule Benefit payments Retirement age Monthly benefits, as a %of annual salary Required employee contribution rates Required employer contribution rates Classic PEPRA Priorto On or after January 1, 2013 January 1, 2013 3.0%@50 2.7%057 5 years service 5 years service monthly for life monthly for life 50-55 50-57 3% 2.0%-2.7% 9% 12.75% 22.346% 12.965% Beginning in fiscal year 2017, CaIPERS collects employer contributions for the cost-sharing plan as a percentage of payroll for the normal cost portion as noted in the rates above and as a dollar amount for contributions toward the unfunded liability and side fund. The dollar amounts are billed on a monthly basis. The City's required contribution for the unfunded liability was $1,428,294 in fiscal year 2019. Contributions — Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for the Plan are determined annually on an actuarial basis as of June 30 by CaIPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. 4:] CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 9 — PENSION PLANS — COST-SHARING (Continued) A. General information about the Safety Pension Plan (Continued) For the year ended June 30, 2019, the contributions recognized as part of pension expense for each Plan were as follows: Safety - Classic Safety -PEPRA Contributions - employer $ 2,220,185 $ 149,116 B. Pension Liabilities, Pension Expenses, and Deferred Outflows/Inflows of Resources Related to Pensions As of June 30, 2019, the City reported net pension liabilities for its proportionate shares of the net pension liability of the Plan as follows: Proportionate Share of Net Pension Liability Safety $ 27,421,719 The net pension liability of the Plan is measured as of lune 30, 2018, and the total pension liability for the Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2017, rolled forward to June 30, 2018, using standard update procedures. The City's proportion of the net pension liability was based on a projection of City's_ long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For governmental funds, the General Fund has been primarily used to liquidate pension liabilities. The City's proportionate share of the net pension liability for the Plan as of June 30, 2018 and 2019, was as follows: m Safety Proportion -June 30, 2018 0.45193% Proportion - June 30, 2019 0.46735% Change - Increase (Decrease) 0.01542% m CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 9 — PENSION PLANS — COST-SHARING (Continued) B. Pension Liabilities, Pension Expenses, and Deferred Outflows/Inflows of Resources Related to Pensions For the year ended June 30, 2019, the City recognized a pension expense of $3,886,541 for the Safety Plan. At June 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to pensions for the Safety Plan from the following sources: Pension contributions subsequent to measurement date Differences between actual and expected experience Changes in assumptions Netdifferences between projected and actual earnings on plan investments Change in proportion Differences between actual contributions and proportionate share of contributions Total Deferred Outflows Deferred Inflows of Resources of Resources $ 2,369,301 589,200 $ (2,235) 2,690,549 (363,003) 185,658 468,159 (276,370) (818,503) $ 6,302,867 $ (1,460,111) $2,369,301 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2019. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as pension expense as follows: Year Ended Annual June 30 Amortization 2020 $ 2,221,715 2021 1,216,790 2022 (775,114) 2023 (189,936) Total $ 2,473,455 C. Sensitivity of the Proportionate Share of the Net Pension Liability to Changes in the Discount Rate The following presents the City's proportionate share of the net pension liability for the Plan as of the measurement date, calculated using the discount rate for the Plan, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate that is one percentage point lower (6.15%) or one percentage point higher (8.15%) than the current rate: Safety 1% Decrease 6.15% Net Pension Liability $ 40,579,288 Current Discount Rate 7.15% Net Pension Liability $ 27,421,719 1% Increase 8.15% Net Pension Liability $ 16,641,448 91 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 9 — PENSION PLANS — COST-SHARING (Continued) Actuarial assumptions and information regarding the discount rate are discussed in Note 9D below. D. Information Common to the Miscellaneous (Footnote 10) and Safety Plans Actuarial Assumptions — For the measurement period ended June 30, 2018, the total pension liabilities were determined by rolling forward the June 30, 2017 total pension liability. The June 30, 2018 total pension liabilities were based on the following actuarial assumptions: Valuation Date Measurement Date Actuarial Cost Method Actuarial Assumptions: Discount Rate Inflation Payroll Growth Projected Salary Increase Investment Rate of Return Mortality Post Retirement Benefit Increase Miscellaneous and Safety Plans June 30, 2017 June 30, 2018 Entry -Age Normal Cost Method 7.15% 2.50% 2.75% Varies by Entry Age and Service 7.15%(1) Derived using CalPERS Membership Data for all Funds (2) Contract COLA up to 2.00% until Purchasing Power Protection Allowance Floor on Purchasing Power applies, 2.50% thereafter (1) Net of pension investment and administrative expenses, including inflation (2) The mortality table used was developed based on CalPERS' specific data. The table includes 15 years of mortality improvements using the Society of Actuaries Scale 90% of scale MP 2016. For more details on this table, please refer to the December 2017 experience study report (based on CaIPERS demographic data from 1997 to 2015) that can be found on CalPERS website. Change of Assumptions - For the measurement date of June 30, 2018, the inflation rate reduced from 2.75% to 2.50%. Change of Assumptions — In 2018, demographic assumptions and inflation rate were changed in accordance to the CalPERS Experience Study and Review of Actuarial Assumptions December 2017 for the period 1997 to 2015. The inflation assumption is reduced from 2.75 percent to 2.50 percent. The assumptions for individual salary increase and overall payroll growth are reduced from 3.00 percent to 2.75 percent. There were no changes in the discount rate. GASB 68, paragraph 68 states that the long long-term expected rate of return should be determined net of pension plan investment expense, but without reduction for pension plan administrative expense. The discount rate of 7.15 percent used for the June 30, 2018 measurement date is without reduction of the 15 basis -point pension plan administrative expense. 92 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 9 — PENSION PLANS — COST-SHARING (Continued) D. Information Common to the Miscellaneous (Footnote 10) and Safety Plans (Continued) Discount Rate — The discount rate used to measure the total pension liability was 7.15% for each Plan. To determine whether the municipal bond rate should be used in the calculation of a discount rate for each plan, CaIPERS stress tested plans that would most likely result in a discount rate that would be different from the actuarially assumed discount rate. Based on the testing, none of the tested plans run out of assets. Therefore, the current 7.15% discount rate is adequate and the use of the municipal bond rate calculation is not necessary. The long term expected discount rate of 7.15% will be applied to all plans in the Public Employees Retirement Fund (PERF). The stress test results are presented in a detailed report that can be obtained from the CaIPERS website. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best -estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. In determining the long-term expected rate of return, CaIPERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds' asset classes, expected compound returns were calculated over the short-term (first 10 years) and the long-term (11+ years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equivalent to the single equivalent rate calculated above and adjusted to account for assumed administrative expenses. The table below reflects the long-term expected real rate of return by asset class. The rate of return was calculated using the capital market assumptions applied to determine the discount rate and asset allocation. These rates of return are net of administrative expenses. New Strategic Real Return Real Return Asset Class (a) Allocation Years 1 - 10 (b) Years 11+(c) Global Equity 50.0% 4.80% 5.98% Fixed Income 28.0% 1.00% 2.62% Inflation Sensitive 0.0% 0.77% 1.81% Private Equity 8.0% 6.30% 7.23% Real Assets 13.0% 3.75% 4.93% Liquidity 1.0% 0.00% -0.92% Total 100% (a) In the CaIPERS CAFR, Fixed Income is included in Global Debt Securities; Liquidity is included in Short-term Investments; Inflation Assets are included in both Global Equity Securities and Global Debt Securities. (b) An expected inflation of 2.0% used forthis period. (c) An expected inflation of 2.92% used for this period. Pension Plan Fiduciary Net Position — Detailed information about each pension plan's fiduciary net position is available in the separately issued CaIPERS financial reports. 93 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 10—PENSION PLANS — MULTIPLE EMPLOYER A. General information about the Miscellaneous Pension Plan Plan Descriptions — All qualified permanent and probationary employees are eligible to participate in the City's separate Miscellaneous Plan, agent multiple employer defined benefit pension plan administered by CalPERS, which acts as a common investment and administrative agent for its participating member employers. Benefit provisions under the Plan are established by State statute and the City resolution. CalPERS issues publicly available reports that include a full description of the pension plan regarding benefit provisions, assumptions, and membership information that can be found on the CalPERS website. Benefits Provided — CalPERS provides service retirement and disability benefits, annual cost of living adjustments, and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non -duty disability benefits after 10 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the California Public Employees' Retirement Law. The Pension Reform Act of 2013 (PEPRA), Assembly Bill 340, is applicable to employees new to CalPERS and hired after December 31, 2012. The Plan's provisions and benefits in effect at June 30, 2019, are summarized as follows: Hire date Benefit formula Benefit vesting schedule Benefit payments Retirement age Monthly benefits, as a %of eligible compensation Required employee contribution rates Required employer contribution rates 94 Miscellaneous Prior to January 1, 2013 2.5% @ 55 5 years service monthly for life 50-55 2.0% to 2.5% 8.0% 10.71% On or after January 1, 2013 2.0% @ 62 5 years service monthly for life 52-67 1.0% to 2.5% 6.75% 13.30% CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 10— PENSION PLANS — MULTIPLE EMPLOYER (Continued) A. General information about the Miscellaneous Pension Plan (Continued) Employees Covered — As of the June 30, 2017 actuarial valuation date, the following employees were covered by the benefit terms for the Plan: Miscellaneous Inactive employees or beneficiaries currently receiving benefits 269 Inactive employees entitled to but not yet receiving benefits 145 Active employees 179 Total 593 Contributions — Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for both Plans are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. B. Net Pension Liability The City's net pension liability for the Miscellaneous Plan is measured as the total pension liability, less the pension plan's fiduciary net position. The net pension liability of the Plans is measured as of June 30, 2018, using an annual actuarial valuation as of June 30, 2017, rolled forward to lune 30, 2018, using standard update procedures. A summary of principal assumptions and methods used to determine the net pension liability is shown in Note 9D above. 95 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 10 — PENSION PLANS — MULTIPLE EMPLOYER (Continued) C. Changes in the Net Pension Liability The changes in the Net Pension Liability for the Miscellaneous Plan follow: Balance at June 30, 2017 Changes in the year: Service cost Intereston Total Pension Liability Changes of Benefit Terms Changes in Assumptions Differences between Expected and Actual experience Net Plan to Plan Resource Movement Contribution - Employer Contribution - Employee Net Investment Income Benefit payments, including Refunds of Employee Contributions Administrative Expenses Other Miscellaneous Income/(Expense)' Net changes Total Pension Liability Increase(Decrea Plan Fiduciary Net Position Net Pension Liability/(Asset) $ 143,439,317 $ 104,530,531 $ 38,908,786 2,954,416 10,042,619 (1,056,903) 332,948 (7,472,690) (256) 3,612,106 1,234,017 8,765,961 (7,472,690) 2,954,416 10,042,619 (1,056,903) 332,948 256 (3,612,106) (1,234,017) (8,765,961) (162,887) 162,887 (309,326) 4,800,390 5,666,925 309,326 (866,535) Balance at June 30, 2018 $ 148,239,707 $ 110,197,456 $ 38,042,251 ' During Fiscal Year 2017-18, as a result of Govern mental Accounting Standard Board Statement (GASB) No. 75, Accounting and Financial Reporting for Postemployment Benefit Plans Other than Pension (GASB 75), CaIPIERS reported its proportionate share of activity related to postemployment benefits for participation in the State of California's agent OPEB plan. Accordingly, CaIPIERS recorded a one-time expense as a result of the adoption of GASB 75. Additionally, CaIPERS employees participate in various State of California agent pension plans and during Fiscal Year 2017-18, CaIPIERS recorded a correction to previously reported financial statements toproperly reflect its proportionate share of activity related to pensions in accordance with GASB statement No.68, Accounting and Financial Reporting for Pensions (GASB68). CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 10— PENSION PLANS— MULTIPLE EMPLOYER (Continued) C. Changes in the Net Pension Liability (Continued) Sensitivity of the Net Pension Liability to Changes in the Discount Rate — The following presents the net pension liability of the City for each Plan, calculated using the discount rate for each Plan, as well as what the City's net pension liability would be if it were calculated using a discount rate that is one percentage point lower or one percentage point higher than the current rate: 1% Decrease 6.15 Net Pension Li a bi l ity $ 57,263,175 Current Discount Rate 7.155, Net Pension Liability $ 38,042,251 1% Increase 8.155, Net Pension Liability $ 22,133,647 D. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions For the year ended June 30, 2019, the City recognized a pension expense of $6,099,915. At June 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Pension contributions subsequent to measurement date Change of Assumptions Differences between actual and expected experience Net differences between projected and actual earnings on plan investments Total 97 Deferred Outflows Deferred Inflows of Resources of Resources $ 4,093,018 2,621,887 $ (715,967) 225,545 (190,034) 261,196 $ 7,201,646 ($906,001) CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 10— PENSION PLANS— MULTIPLE EMPLOYER (Continued) D. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions (continued) $4,093,018 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2019. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as pension expense as follows: Year Ended Annual June30 Amortization 2019 $ 3,547,742 2020 61,245 2021 (1,122,239) 2022 (284,121) Total $ 2,202,627 E. Payable to the Miscellaneous Pension Plan At June 30, 2019, the City reported no payable for the outstanding amount of employer and member contributions to the Miscellaneous pension plan required for the year ended June 30, 2019. NOTE 11—OTHER -POST-EMPLOYMENT HEALTHCARE PLAN (OPEB) A. Plan Description The City of Burlingame has established a Retiree Healthcare Plan (Plan), and participates in an agent multiple -employer defined benefit retiree healthcare plan. The Plan provides post -employment healthcare benefits to eligible employees who retire directly from the City under CaIPERS at the minimum age of 50 with at least 5 years of CaIPERS service or disability. Retirees must make a retirement election with CalPERS within 120 days following the date of separation from the City. Benefit provisions are established and may be amended through agreements and memorandums of understanding (MOUS) between the City, its management employees, and unions representing City employees. The City participates in the CAPERS healthcare program (PEMHCA) and allow retirees to continue participation in the medical insurance program after retirement. Under the Plan, the City pays retiree healthcare benefits up to a cap for eligible retirees and dependents based on bargaining unit and hire date. Employees hired on or after January 1, 2012 (or an earlier date as defined in the MOUS) are only eligible to receive a City contribution equal to the PEMHCA minimum upon retirement from the City. As stated above, an individual must also qualify as a CaIPERS annuitant in order to receive this benefit. No dental, vision or life insurance benefits are provided. i:1: CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 11— OTHER - POST -EMPLOYMENT HEALTHCARE PLAN (Continued) In addition, the City provides a defined contribution retiree healthcare plan for eligible employees. Employees hired after January 1, 2012 (or an earlier date as defined in the MOUS) are enrolled in a retiree health savings plan (RHS Plan) after meeting the service requirement defines in the MOUS. Upon enrollment, the City contributes 2.0% of the employee's annual base pay into the RHS Plan based on the benefit provisions in the MOUS. Contributions cease upon termination from employment. B. Employees Covered by Benefit Terms At June 30, 2017 (the Valuation date), the benefit terms covered the following employees: Active employees 208 Inactive employees, spouses, or beneficiaries currently receiving benefit payments 269 Inactive employees entitled to but not yet receiving benefit payments 0 Total 477 C. Net OPEB Liability The City's net OPEB liability was measured as of June 30, 2018, and the total OPEB liability for the Plan used to calculate the net OPEB liability was determined by an actuarial valuation as of June 30, 2017, rolled forward to June 30, 2018, using standard update procedures. For governmental funds, the General Fund has been primarily used to liquidate OPEB liabilities. Actuarial Assumptions: For the measurement period ended June 30, 2018, the total OPEB liabilities were determined by rolling forward the June 30, 2017 total OPEB liability. The total OPEB liability in the June 30, 2018 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified: Actuarial valuation date June 30, 2017 Inflation 2.5% Salary increases 2.75%. Additional merit -based increases based on CaIPERS merit salary increase tables. Investment rate of return 7.28% Healthcare cost trend rates 7.00% in the first year. Trending down to 3.84% over 58 years Mortality rate Based on CaIPERS tables CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 11— OTHER - POST -EMPLOYMENT HEALTHCARE PLAN (Continued) Change of Assumptions: The assumptions of inflation, salary increase, and mortality and retirement rates are based on CalPERS tables. In 2018, CalPERS demographic assumptions and inflation rate were changed in accordance to the CalPERS Experience Study and Review of Actuarial Assumptions December 2017. As a result, the inflation assumption is reduced from 2.75 percent to 2.50 percent. The assumptions for individual salary increases and overall payroll growth are reduced from 3.00 percent to 2.75 percent. There were no changes in the discount rate. Discount Rate: The discount rate used to measure the total OPEB liability is 7.28%. This is the expected long-term rate of return on City assets using investment strategy 1 within the California Employers' Retiree Benefit Trust (CERBT). The projection of cash flows used to determine the discount rate assumed that the City contribution will be made at rates equal to the actuarially determined contribution rates. Based on those assumptions, the OPEB plan's fiduciary net position is projected to cover all future OPEB payments. Therefore, the discount rate was set equal to the long-term expected rate of return. D. Changes in the Net OPEB Liability Balance at 6/30/2018: Changes Recognized for the Measurement Period: Service Cost Interest on the total OPEB liability Expected investment income Contributions Employer - City's Contribution Employer- Implicit Subsidy Employee Net investment income Administrative expenses Difference between expected and actual experience Changes of assumptions Implicit rate subsidy fulfilled Benefit payments Net Changes Balance at 6/30/2019: (Measurement Date: 6/30/18) Increase (Decrease) Total OPEB Plan Fiduciary Net Net OPEB Liability Position Liability/(Asset) (a) (b) (c) = (a) - (b) $ 53,051,561 $ 14,139,077 $ 38,912,484 1,109,292 1,109,292 3,831,234 3,831,234 4,323,894 (4,323,894) 672,658 (672,658) 1,113,358 (1,113,358) (7,856) 7,856 82,179 82,179 (672,658) (672,658) (2,735,249) (2,735,249) 1,614,798 2,694,147 (1,079,349) $ 54,666,359 $ 16,833,224 $ 37,833,135 Sensitivity of the net OPEB liability to changes in the discount rate: The net OPEB liability of the City, as well as what the City's net OPEB liability would be if it were calculated using a discount rate that is one percentage point lower (6.28%) or one percentage point higher (8.28%) follows: Net OPEB Liability/(Asset) Discount Rate -1% Discount Rate Discount Rate +1% (6.28%) (7.28%) (8.28%) $ 44, 496, 313 $ 37, 833,135 $ 32, 237, 528 100 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 11—OTHER- POST -EMPLOYMENT HEALTHCARE PLAN (Continued) Sensitivity of the net OPEB liability to changes in the healthcare cost trend rates: The net OPEB liability of the City, as well as what the City's net OPEB liability would be if it were calculated using healthcare cost trend rates that are one percentage point lower (5.50%) or one percentage point higher (7.50%) than current healthcare cost trend rates follows: E. OPEB Expense and Deferred Inflows and Outflows of Resources Related to OPEB For the year ended June 30, 2019, the City recognized an OPEB expense of $3,383,082. At June 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Employer contributions made subsequent to the measurement date $ 5,740,462 Net differences between Projected and Actual Earnings $ (176,108) Changes of assumptions 64,314 Total $ 5,804,776 $ (176,108) Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: Year Annual Ended June 30 Amortization 2020 $ (39,073) 2021 (39,073) 2022 (39,071) 2023 5,423 101 Net OPEB Liability/(Asset) 1% Decrease Healthcare Cost 1% Increase Trend Rates (5.500% decreasing to (6.500/. decreasing to (7.500% decreasing to 2.84%) 3.84%) 4.84%) $ 31,777,982 $ 37,833,135 $ 45,097,639 E. OPEB Expense and Deferred Inflows and Outflows of Resources Related to OPEB For the year ended June 30, 2019, the City recognized an OPEB expense of $3,383,082. At June 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Employer contributions made subsequent to the measurement date $ 5,740,462 Net differences between Projected and Actual Earnings $ (176,108) Changes of assumptions 64,314 Total $ 5,804,776 $ (176,108) Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: Year Annual Ended June 30 Amortization 2020 $ (39,073) 2021 (39,073) 2022 (39,071) 2023 5,423 101 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 11—OTHER- POST -EMPLOYMENT HEALTHCARE PLAN (Continued) F. Funding Policy The contribution requirements of the Plan participants and the City are established and may be amended by the City. In September 2013, the City established an irrevocable trust to prefund its unfunded actuarially accrued liability for retiree health care benefits. The California Benefit Trust Fund (CERBT), a multi- employer trust, is administered by CaIPERS which also invests trust fund deposits made by the City on behalf of retirees. The City pre -funds the Plan by contributing the City's ADC every year to the CERBT. During fiscal year 2018-19, the City made deposits of $2,299,179 to the trust. As of June 30, 2019, the cash balance in the City's account within the trust was $20,285,294. NOTE 12 — NET POSITION AND FUND BALANCES A. Net Position Net position is the excess of all the City's assets and deferred outflows over all its liabilities and deferred inflow, regardless of fund. Net position is divided into three captions on the Statement of Net Position. These captions apply only to net position, which is determined at the Government - wide level and proprietary funds and are described as follows: Net investment in capital assets, describes the portion of net position which is represented by the current net book value of the City's capital assets, less the outstanding balance of any debt issued to finance these assets. Restricted describes the portion of net position which is restricted as to use by the terms and conditions of agreements with outside parties, governmental regulations, laws or other restrictions which the City cannot unilaterally alter. These principally include developer fees received for use on capital projects, debt service requirements and funds restricted to low and moderate income purposes. Unrestricted describes the portion of net position which is not restricted as to use. B. Fund Balances Governmental fund balances represent the net current assets of each fund. Net current assets generally represent a fund's cash and receivables, less its liabilities. The City's fund balances are classified in accordance with GASB Statement Number 54 (GASB 54), Fund Balance Reporting and Governmental Fund Type Definitions, which requires the City to classify its fund balances based on the long-term amounts of loans and on spending constraints imposed on the use of resources. For programs with multiple funding sources, the City prioritizes and expends funds in the following order: Restricted, Committed, Assigned and Unassigned. Each category in the following hierarchy is ranked according to the degree of spending constraint as follows: 102 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 12 —NET POSITION AND FUND BALANCES (Continued) B. Fund Balances (Continued) Nonspendable represents balances set aside to indicate items do not represent available, spendable resources even though they are a component of assets. Fund balances required to be maintained intact, such as Permanent Funds, and assets not expected to be converted to cash, such as inventories and prepaids, the long-term amounts of loans and notes receivable and land held for resale are included. However, if proceeds realized from the sale or collection of nonspendable assets are restricted, committed or assigned, then nonspendable amounts are required to be presented as a component of the applicable category. Restricted fund balances have external restrictions imposed by creditors, grantors, contributors, laws, regulations, or enabling legislation which requires the resources to be used only for a specific purpose. Nonspendable amounts subject to restrictions are included along with spendable resources. Committed fund balances have constraints imposed by resolution of the City Council, which may only be altered by resolution of the City Council. Nonspendable amounts subject to council commitments are included along with spendable resources. Assigned fund balances are amounts constrained by the City's intent to be used for a specific purpose, but are neither restricted nor committed. Intent is expressed by the City Council or its designees and may be changed at the discretion of the City Council or its designees. The City Council has not delegated the authority to make assignments of fund balance. This category includes nonspendables, when it is the City's intent to use proceeds or collections for a specific purpose and residual fund balances, if any, of Special Revenue, Capital Projects and Debt Service Funds which have not been restricted or committed. Unassigned fund balance represents residual amounts that have not been restricted, committed or assigned. This includes the residual general fund balance and residual fund deficits, if any, of other governmental funds. Committed and Assigned Fund Balance In 2015, the City Council adopted a General Fund Reserve Policy by resolution. The polity, based on an analysis of risks specific to the City, establishes targeted levels for an Economic Stability Reserve and a Catastrophic Reserve (24% of budgeted revenues), Catastrophic Reserve amount of $2,000,000, as well as a Contingency Reserve amount of $500,000. The actual reserve levels are adopted by resolution with each annual budget, or as recommended by the Finance Director based upon an update of the City's fiscal needs or forecasts during the year. As the City Council and management can only use reserves for purposes consistent with the purposes described in the policy, these reserve amounts are reported as assignments of the General Fund's balance. CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 12 — NET POSITION AND FUND BALANCES (Continued) B. Fund Balances (Continued) The aggregate balance of the General Fund's assigned fund balance was $21,581,868 as of June 30, 2019. The breakdown is shown below: • The Economic Stability Reserve is available to protect and preserve City services from dramatic drops in General Fund revenues that are highly sensitive to economic conditions, mainly sales taxes and transient occupancy taxes. The balance at June 30, 2019, was $18,837,000. • The Catastrophic Reserve is available to make repairs and reconstruct City buildings and facilities that may be damaged by natural disasters or acts of war and terrorism. The balance at June 30, 2019, was $2,000,000. The Contingency Reserve is available to cover unexpected expenses that may arise during the course of the fiscal year that were not considered during budget planning. The balance at June 30, 2019, was $500,000. • Encumbrances and Reappropriations represent commitments related to contracts not yet performed and purchase orders not yet filled or appropriations for specific activities approved late in the fiscal year that were not encumbered by contractual arrangements by the end of the fiscal year. The total of encumbrances and reappropriations at June 30, 2019 were $244,688. 104 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 12 — NET POSITION AND FUND BALANCES (Continued) B. Fund Balances (Continued) Detailed classifications of the City's fund balances, as of June 30, 2019, are below: Fund Balance Classifications Nonspendable: Items not in spendable form: Prepaids Total Nonspendable Fund Balances Restricted for: Employee Benefits Special Revenue Programs: Development Fees Local Grants Measure A and Gas Tax Special Assessment District Other Capital Projects Debt service Total Restricted Fund Balances Committed to: Capital Projects Total Committed Fund Balances Assigned to: Debt services Encumbrances and reappropriations Contingency reserve Economic stability reserve Catastrophic event reserve Capital Projects Total Assigned Fund Balances Unassigned: Total Fund Balances General Fund $ 4,341 4,341 7,479,556 Storm Drainage Debt Service Fund Fund $ 5,570,228 $ 6,001,425 7,479,556 5,570,228 6,001,425 244,688 500,000 18,837,000 2,000,000 21,581,688 20,102,165 2,000,000 2,000,000 Capital Other Projects Governmental Fund Funds $ 27,764,976 27,764,976 Total $ 4,341 4,341 7,479,556 $ 6,371,486 6,371,486 559,503 559,503 1,245,150 1,245,150 419,719 419,719 949,856 949,856 5,570,228 6,001,425 9,545,714 28,596,923 27,764,976 27,764,976 2,000,000 244,688 500,000 18,837,000 2,000,000 23,581,688 20,102,165 $ 49,167,750 $ 5,570,228 $ 8,001,425 $ 27,764,976 $ 9,545,714 $ 100,050,093 105 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 12—NET POSITION AND FUND BALANCES (Continued) B. PARS Trust During fiscal year 2018, the City established an irrevocable trust with Public Agency Retirements Services (PARS) to set aside funds for pension liability. At June 30, 2019, the balance in the trust was $8,711,147. The City Council reserves the authority to review and amend this funding policy from time to time, in order to ensure the funding policy continues to best suit the circumstances of the City. C. Deficit Fund Balance/Net Position The following funds had a deficit fund balance/net position at June 30, 2019: NOTE 13 — COMMITMENTS AND CONTINGENT LIABILITIES A. Grant Programs The City may, from time to time, participate in Federal and State grant programs. No cost allowances were proposed as a result of the City's financial audit. As of June 30, 2019, the City has not made an allowance for expenditures which may be disallowed by the granting agencies. Any disallowance for expenditures is expected to be immaterial. B. Litigation The City is subject to litigation arising in the normal course of business. In the opinion of the City Attorney, there is one case pending in which there is at least a possibility that the plaintiff could be entitled to monetary damages. However, the City believes that its financial position would not be adversely affected due to the availability of reserves in the remote event that the plaintiff prevails. 106 Deficit Fund Balances/ Funds Net Position Enterprise Funds: Landfill $ 1,462,769 Internal service Fund: Facilities Services 1,071,892 The City expects future revenues to mitigate the deficit fund balance/net position in future years. NOTE 13 — COMMITMENTS AND CONTINGENT LIABILITIES A. Grant Programs The City may, from time to time, participate in Federal and State grant programs. No cost allowances were proposed as a result of the City's financial audit. As of June 30, 2019, the City has not made an allowance for expenditures which may be disallowed by the granting agencies. Any disallowance for expenditures is expected to be immaterial. B. Litigation The City is subject to litigation arising in the normal course of business. In the opinion of the City Attorney, there is one case pending in which there is at least a possibility that the plaintiff could be entitled to monetary damages. However, the City believes that its financial position would not be adversely affected due to the availability of reserves in the remote event that the plaintiff prevails. 106 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 13—COMMITMENTS AND CONTINGENT LIABILITIES (Continued) C. Bay Area Water Supply and Conservation Agency Revenue Bonds Surcharge The City contracts with the City and County of San Francisco for the purchase of water from the Hetch Hetchy System operated by the San Francisco Public Utilities Commission (SFPUC). The City is also a member of the Bay Area Water Supply and Conservation Agency (BAWSCA) which represents the interests of all the 24 cities and water districts, as well as two private utilities, that purchase wholesale water from the SFPUC. In 2009 the City entered into a new 25 year agreement with the SFPUC. Under the new agreement, the SFPUC issues revenue bonds and the debt service (which also includes an interest component) is paid for through rates over the life of the bonds. During the transition from the old to the new contracts, one of the issues addressed was how to deal with the $370 million in assets that were still being paid for by the wholesale customers under the old agreement. The assets were transferred to the new agreement, assigned a life with an agreed upon rate of return of 5.13%. Also negotiated was a provision to allow the wholesale customers to prepay any remaining existing assets' unpaid principal balance without penalty or premium. This prepayment was executed through the issuance of bonds by BAWSCA which provide a better interest rate given the favorable rate environment. BAWSCA issued Revenue Bonds in the principal amount of $335,780,000 in January 2013 to prepay the capital cost recovery payment obligation and fund a stabilization fund. The Bonds mature in October 2034 and are secured by surcharges to the monthly water purchase charges imposed upon the participating members. The Bonds are not a debt obligation of any member, and BAWSCA's failure to pay its Bonds would not constitute a default by any participating member. Should any participating member fail to pay its share, BAWSCA will rely on the stabilization fund and will pursue all legal remedies to collect the shortfall from the delinquent member. In the interim, other participating members may have their portion adjusted to insure the continued payment of the debt service surcharge. The risk of bearing the debt service expense of a defaulting member is not significantly different than the risk each member assumes currently for fluctuations in water purchase charges. Under the Bond indenture, BAWSCA maintains a stabilization fund. If surcharge revenues collected are less than needed (due to a members failure to pay timely), BAWSCA uses the stabilization fund to fund the debt service deficiency, and increases the surcharge in the subsequent year to make up for the prior year shortfall and reimburse the stabilization fund account. Also, given that each participating agency's governing body adopted a Resolution to participate in the Bond issue, Management believes that default is generally very unlikely. 107 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 13 — COMMITMENTS AND CONTINGENT LIABILITIES (Continued) C. Bay Area Water Supply and Conservation Agency Revenue Bonds Surcharge (Continued) The annual debt service surcharges are a fixed amount for each participant and are calculated by taking the subsequent fiscal years debt service, multiplied by each participant's actual water purchase as a percent of total wholesale customer water purchases from the prior fiscal year. One -twelfth of the annual surcharge is included in the monthly bill from SFPUC. Because each participant's share of the debt service surcharge is proportional to the amount of water purchased during the prior fiscal year, the City's share of the debt service will fluctuate from year to year. The City paid its surcharge of $670,748 during fiscal year 2019, which is included as a component of purchased water expenses in the Water Enterprise Fund. The surcharge for fiscal year 2020 is estimated to be $633,744. D. Contingent Liabilities On September 29, 2018, the Governor of California approved Assembly Bill No. 1912, which requires member agencies of an agency established pursuant to a joint powers agreement that participates in, or contracts with, a public retirement system, prior to filing a notice of termination or upon notice of potential termination by the Board of Administration of the Public Employees' Retirement System (PERS), to mutually agree as to the apportionment of the agency's retirement obligations among themselves, provided that the agreement equals 100% of the retirement liability of the agency. If the member agencies are unable to mutually agree to the apportionment, the bill requires the PERS board to apportion the retirement liability of the agency to each member agency, as specified, and would establish procedures allowing a member agency to challenge the board's determination through the arbitration process. This bill also requires the PERS board to enter into the above described agreement upon request of a member agency of a terminating agency formed under the Joint Exercise of Powers Act and providing that the member agencies of the terminating agency are liable to the system for inadequate funding of the benefits pursuant to the agreement. This bill extends that liability and lien to all of the parties of a terminating agency that was formed under the Joint Exercise of Powers Act. In addition, the bill requires the PERS board, prior to exercising its authority to reduce benefits and to the extent consistent with its fiduciary duties, to consider and exhaust all options and necessary actions, including evaluating whether to bring a civil action against any member agencies to compel payment of the terminated public agency's pension obligations. 108 CITY OF BURLINGAME, CALIFORNIA NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued) JUNE 30, 2019 NOTE 13 — COMMITMENTS AND CONTINGENT LIABILITIES (Continued) D. Contingent Liabilities (Continued) As of June 30, 2019, the City participated in the following joint powers agreements that participate in, or contracts with, a public retirement system: • Central County Fire District —CCFD (fire, emergency medical, disaster preparedness) • San Mateo County Pre -Hospital Emergency Services Group —SMCPHESG (pre -hospital emergency services, ambulance transport, first response) The City is not aware that any of these agencies are in the process of termination or facing potential termination by the PERS board. 109 Comprehensive Annual Financial Report June 30, 2019 REQUIRED SUPPLEMENTARY INFORMATION 111 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 1- COST-SHARING MULTIPLE -EMPLOYER DEFINED BENEFIT PENSION PLAN Safety Plan, Cost -Sharing Multiple -Employer Defined Pension Plan Last 10 Years* SCHEDULE OF THE CRY'S PROPORTIONATE SHARE OF THE NET PENSION LIABILITY Measurement Date Plan's Proportion of the Net Pension Liability/Asset Plan's Proportionate Share of the Net Pension U a bi I i ty/(As s et) Plan's Covered Payroll Plan's Proportionate Share of the Net Pension Liability/(Asset) as a Percentage of it's Covered Payroll Plan's Proportionate Share of the Net Pension Uability/(Asset) as a Percentage of the Plan's Total Pension Liability Safety Plan 6/30/2014 6/30/2015 6/30/2016 6/30/2017 6/30/2018 0.24850% 0.44660% 0.45659% 0.45193% 0.46735% $ 15,465,681 $ 18,401,988 $ 23,647,731 $ 27,003,552 $ 27,421,719 $ 4,498,186 $ 4,478,926 $ 4,671,613 $ 4,834,326 $ 4,880,736 343.82% 410.86% 506.20% 558.58% 561.84% 18.58% 22.03% 27.54% 29.02% 28.73% * Fiscal year 2015 was the 1st year of GASB 68 implementation, therefore only five years are shown. 112 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 1— COST-SHARING MULTIPLE -EMPLOYER DEFINED BENEFIT PENSION PLAN (Continued) Safety Plan, Cost -Sharing Multiple -Employer Defined Pension Plan Last 10 Years* SCHEDULE OF CONTRIBUTIONS Safety Plan Fiscal Year Ended June 30 2015 2016 2017 2018 2019 Actuarially determined contribution $ 1,288,226 $ 1,686,060 $ 1,923,807 $ 2,106,261 $ 2,369,301 Contributions in relation to the actuarially determined contributions (1,288,226) (1,686,060) (1,923,807) (2,106,261) (2,369,301) Contribution deficiency (excess) $ - $ - $ - $ - $ Covered payroll $ 4,478,926 $ 4,671,613 $ 4,834,326 $ 4,880,736 $ 4,684,900 Contributions as a percentage of covered payroll 28.76% 36.09% 39.79% 43.15% 50.57% Notes to Schedule Valuation date: 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 Methods and assumptions used to determine contribution rates: Actuarial cost method Entry age Amortization method Level percentage of payroll, closed Remaining amortization period 30 years Asset valuation method 5 -year smoothed market Inflation 2.50% Salary increases 2.75 % Varies by Age, Service and Type of Employment Retirement age The probabilities of retirement are based on the 2010 CaIPERS Experience Study for the period from 1997 to 2007 Mortality The probabilities of mortality are derived from CaIPERS' Membership Data for all Funds based on CaIPERS' specific data from a 2014 CaIPERS Experience Study. The table includes 20 years of mortality improvements using the Society of Actuaries Scale BB. • Fiscal year 2015 was the 1st year of GASB 68 implementation, therefore only five years are shown. 113 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 2 —AGENT MULTIPLE -EMPLOYER DEFINED BENEFIT PENSION PLAN Miscellaneous Plan, an Agent Multiple -Employer Defined Pension Plan Last 10 Years* SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS Measurement Date 6/30/2014 6/30/2015 6/30/2016 6/30/2017 6/30/2018 Total Pension Liability Service Cost $ 2,451,356 $ 2,374,018 $ 2,440,538 $ 2,891,884 $ 2,954,416 Interest 8,964,159 9,244,742 9,456,322 9,717,799 10,042,619 Changes of Benefit Terms Differences Between Expected and Actual Experience (1,273,339) (1,959,467) (570,100) 332,948 Changes of Assumptions (2,208,472) 7,865,663 (1,056,903) Benefit Payments, including Refunds of Employee Contributions (6,246,453) (6,895,260) (6,958,358) (7,275,386) (7,472,690) Net Change in Total Pension Liability 5,169,062 1,241,689 2,979,035 12,629,860 4,800,390 Total Pension Liability - Beginning 121,419,671 126,588,733 127,830,422 130,809,457 143,439,317 Total Pension Liability - Ending (a) $ 126,588,733 $ 127,830,422 $ 130,809,457 $ 143,439,317 $ 148,239,707 Plan Fiduciary Net Position Contributions -Employer $ 2,214,366 $ 2,605,414 $ 2,936,966 $ 3,362,448 $ 3,612,106 Contributions - Employee 1,203,540 1,064,874 1,112,768 1,357,763 1,234,017 Net Investment Income 15,116,451 2,248,984 487,558 10,862,212 8,765,961 Benefit Payments, including Refunds of Employee Contributions (6,246,453) (6,895,260) (6,958,358) (7,275,386) (7,472,690) Net Plan to Plan Resource Movement 40,946 (98) (397,322) (256) Administration Expense (111,650) (60,485) (142,865) (162,887) Other Miscellaneous Income/(Expense) (309,326) Net Change in Plan Fiduciary Net Position 12,287,904 (1,046,692) (2,481,649) 7,766,850 5,666,925 Plan Fiduciary Net Position - Beginning 88,004,118 100,292,022 99,245,330 96,763,681 104,530,531 Plan Fiduciary Net Position - Ending (b) $ 100,292,022 $ 99,245,330 $ 96,763,681 $ 104,530,531 $ 110,197,456 Net Pension Liability - Ending (a) -(b) $ 26,296,711 $ 28,585,092 $ 34,045,776 $ 38,908,786 $ 38,042,251 Plan Fiduciary Net Position as a Percentage of the Total Pension Liability 79.23% 77.64% 73.97% 72.87% 74.34% Covered Payroll $ 13,078,081 $ 13,191,923 $ 13,560,054 $ 14,918,921 $ 15,717,707 Net Pension Liability as Percentage of Covered - Employee Payroll 201.07% 216.69% 251.07% 260.80% 242.03% Notes to Schedule: Benefit changes. Figures above do not include any liability impact that may have resulted from plan changes which occurred after the June 30, 2016. This applies for voluntary benefit changes as well as any offers of Two Years Additional Service Credit (a.k.a. Golden Handshakes). Changes in assumptions. In 2018, demographic assumptions and inflation rate were changed in accordance to the CalPERS Experience Study and Review of Actuarial Assumptions December 2017. The inflation assumption is reduced from 2.75 percent to 2.50 percent. The assumptions for individual salary increases and overall payroll growth are reduced from 3.00 percent to 2.75 percent. There were no changes in the discount rate. In 2017, the accounting discount rate reduced from 7.65 percent to 7.15 percent. In 2016, there were no changes. In 2015, the discount rate was changed from 7.5% (net of administrative expenses) to 7.65%. In 2014, amounts reported were based on the 7.5 discount rate. * - Fiscal year 2015 was the 1st year of GASB 68 implementation 114 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 2 — AGENT MULTIPLE -EMPLOYER DEFINED BENEFIT PENSION PLAN (Continued) Miscellaneous Plan, an Agent Multiple -Employer Defined Pension Plan Last 10 Years SCHEDULE OF CONTRIBUTIONS Fiscal Year Ended lune 30 2015 2016 2017 2018 2019 Actuarially determined contribution $ 2,605,414 $ 2,929,226 $ 3,370,189 $ 3,611,599 $ 4,093,018 Contributions in relation to the actuarially determined contributions (2,605,414) (2,929,226) (3,370,189) (3,611,599) (4,093,018) Contribution deficiency (excess) $ $ $ - $ $ - Covered payroll $ 13,191,923 $ 13,560,054 $ 14,918,921 $ 15,717,707 $ 16,412,886 Contributions as a percentage of covered payroll 19.75% 21.60% 22.59% 22.98% 24.945% Notes to Schedule Valuation date: 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 Methods and assumptions used to determine contribution rates: Actuarial cost method Entry age Amortization method Level percentage of payroll, closed Remaining amortization period 30 years Asset valuation method 5 -year smoothed market Inflation 2.50% Salary increases 2.75% Varies by category, entry age, and duration of service. Retirement age The probabilities of Retirement are based on the 2014 CalPERS Experience Study for the period from 1997 to 2011. Mortality The probabilities of mortality are derived from CalPERS' Membership Data for all Funds based on CalPERS' specific data from a 2014 CaIPERS Experience Study. The table includes 20 years of mortality improvements using the Society of Actuaries Scale BB. Fiscal year 2015 was the 1st year of GASB 68 implementation. 115 CITY OF BURLINGAME, CALIFORNIA - REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 3 — OTHER POST -EMPLOYMENT BENEFITS (OPEB) Schedule of Changes in the Net OPEB Liability and Related Ratios An Agent Multi -Employer Defined Benefits Retiree Healthcare Plan Last 10 fiscal years* Measurement Date 6/30/17 6/30/18 Total OPEB Liability (1) Service Cost $ 1,076,983 $ 1,109,292 Interest 3,715,640 3,831,234 Changes of benefit terms 627,012 672,658 Differences between expected and actual experience - - Changes of assumptions (5,990) 82,179 Implicit rate subsidy fulfilled (627,012) (672,658) Benefit payments (2,779,180) (2,735,249) Net change in total OPER liability 1,386,431 1,614,798 Total OPEB liability- beginning 51,665,130 53,051,561 Total OPEB liability - ending (a) $ 53,051,561 $ 54,666,359 OPEB fiduciary net position Net investment income $ 1,236,932 $ 1,113,358 Contributions - employer 4,402,957 4,323,894 Contributions - Implicit Subsidy 627,012 672,658 Contributions - employee - - Administrative expense (5,990) (7,856) Implicit rate subsidy fulfilled (627,012) (672,658) Benefit payments, including refunds of employee contributions (2,779,180) (2,735,249) Net change in plan fiduciary net position 2,854,719 2,694,147 Plan fiduciary net position - beginning 11,284,358 14,139,077 Plan fiduciary net position - ending (b) 14,139,077 16,833,224 Net OPEB liability - ending (a) -(b) $ 38,912,484 $ 37,833,135 Plan fiduciary net position as a percentage of the total OPEB liability 26.65% 30.79% Covered -employee payroll $ 21,235,525 $ 20,450,015 Net OPEB liability as a percentage of covered -employee payroll 183.24% 185.00% Notes to schedule: * - Fiscal year 2018 was the first year of GASB 75 implementation. 116 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 3—OTHER POST -EMPLOYMENT BENEFITS (OPEB) (Continued) Schedule of Changes in the Net OPEB Liability and Related Ratios An Agent Multi -Employer Defined Benefits Retiree Healthcare Plan Last 10 fiscal years* Fiscal Year Ended June 30, Actuarially Determined Contribution (ADC) Less: Contributions in Relation to the ADC Contribution Deficiency (Excess) Covered -employee payroll Contributions as a percentage of Covered -employee payroll Notes to Schedule: Assumptions and Methods Actuarial Cost Method Amortization Method Amortization Period Inflation Assumed Payroll Growth Healthcare Trend Rates Rate of Return on Assets Mortality & Retirement Rates 2018 2019 $ 4,669,234 $ 4,524,672 4,996,552 5,740,462 ($327,318) ($1,215,790) $ 21,872,591 $ 21,097,786 22.84% 27.21% Entry age normal, level percent of pay Closed period, level percent of pay 17 years 2.50°/ 2.75% 7.00°/, trending down to 3.84% 7.28% Cal PERS Rates * Fiscal year 2018 was the first year of implementation of GASB 75. 117 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 4— MODIFIED APPROACH FOR THE CITY'S INFRASTRUCTURE In accordance with GASB Statement No. 34, the City accounts for and reports infrastructure capital assets. The City defines infrastructure as the basic physical assets including the street system; park and recreation lands and improvement system; storm water collection system; and site amenities associated with buildings, such as parking and landscaped areas, used by the City in the conduct of its business. Each major infrastructure system is divided into subsystems. For example, the street system is divided into concrete and asphalt pavements, concrete curb and gutters, sidewalks, medians, streetlights, traffic control devices (signs, signals, and pavement markings), landscaping, and land. Subsystem detail is not presented in these basic financial statements; however, the City maintains detailed information on these subsystems. The City has elected to use the modified approach, as defined by GASB Statement No. 34, for the Roads and Streets networks. Under GASB Statement No. 34, eligible infrastructure capital assets are not required to be depreciated. In March 2019, the City's consultant completed a study to update the physical condition assessment of the streets. The streets, primarily asphalt pavements, were defined as all physical features associated with the operation of motorized vehicles that exist within the limits of right of way. City -owned streets are classified based on land use, access and traffic utilization into the following four classifications: (1) arterial/major, (2) collector, (3) residential, and (4) other (such as alleys and parking lots). This condition assessment will be performed approximately every two years. For this inspection update, all the paved streets in the City's system were re -inspected. A visual survey of approximately 82.28 centerline miles was evaluated in accordance with Metropolitan Transportation Commission (MTC) standards. Upon completion of this survey, a Pavement Condition Index (PCI) was calculated for each segment to reflect the overall pavement condition. Ranging between 0 — 100, a PCI of 0 would correspond to a badly deteriorated pavement with virtually no remaining life. A PCI of 100 would correspond to a new pavement with proper engineering design and construction at the beginning of its life cycle. 118 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 4 — MODIFIED APPROACH FOR THE CITY'S INFRASTRUCTURE (Continued) The following conditions were defined: Condition Rating Description Excellent 90-100 Little or no distress. Little or no distress, with the exception of utility patches in good Very Good 70-89 condition, or minor to moderate hairline cracks; typically lightly weathered. Good 50-69 Light to moderate weathering, light load -related base failure, moderate linear cracking. Poor 25-49 Moderate to severe weathering, moderate levels of base failure, moderate to heavy linear cracking. Very Poor 0-24 Extensive weathering, moderate to heavy base failure, failed patches, extensive network of moderate to heavy linear cracking. The City's policy is to achieve an average rating of 65 for all streets. This rating allows minor cracking and raveling of the pavement along with minor roughness that could be noticeable to drivers traveling at the posted speeds. As of June 30, 2019, the City's street system was rated at a PCI index of 81 on a 100 -point scale. The overall condition of the street pavement is in the lower range of MTC's designation 'Very Good'. The following table details the network statistics and pavement condition by functional class. Table 1— Street Network Statistics and Average PCI by Functional Class Table 1 Street Network Statistics and Average PCI by Functional Class Functional Class Centerline Miles Lane Miles # of Sections % of Network (by Pavement Area) Average PCI Arterial 23.66 53.86 85 29.7% 80 Residential 37.5 67.28 249 41.3% 81 Collector 20.35 39.69 116 25.7% 82 Other 1 0.8 1 1.61 1 24 1 3.3% 74 Totals 1 82.31 1 162.44 1 474 1 100% 81 119 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 4 — MODIFIED APPROACH FOR THE CITY'S INFRASTRUCTURE (Continued) Table 2 details the percentage of the street network area by each PCI range or condition category. Table 2— Percent Network Area by Functional Class and Condition Class Table 2 Percent Network Area by Functional Class and Condition Class Condition Class PCI Range Arterial Collector Residential Other Total Excellent/Very Good (1) 100-90 23.7% 21.6% 31.5% 2.2% 79.0% Good/Fair(11/III) 89-50 6.0% 3.6% 7.7% 0.6% 17.9% Poor (IV) 49-25 0.0% 0.3% 2.1% 0.5% 2.9% Very Poor (V) 0-24 0.0% 0.1% 0.1% 0.0% 0.2% Total 29.7% 25.6% 41.4% 3.3% 100.0% The City's street network replacement value is estimated at $155 million. Replacement value is calculated as the current cost to reconstruct each street in the network. The optimal network PCI is somewhere between low and mid 80's, which is in the middle of the 'excellent/very good' condition category. This is recommended because streets with a PCI in the 80's as opposed to 70's will likely remain in the 'excellent/very good' condition category for a longer period of time if relatively inexpensive preventive maintenance treatments are used. Once PCI falls below 70, more expensive rehabilitation treatments will be needed. The cost to repair and maintain a pavement depends on its current PCI. In the 'excellent/very good' category, it costs very little to apply preventative maintenance treatments. More than half (76.9%) of the City's street network would benefit from these lower cost preventative maintenance treatments. Approximately 97% of the City's street network is considered in 'good' condition. Pavements in this range require more than a life -extending treatment. At this point, a well designed pavement will have served at least 75 percent of its life with the quality of the pavement dropping approximately 40%. The remaining 3% of the City s street network falls into the 'poor' or 'very poor' PCI ranges. These pavements are near the end of their service lives and often exhibit major forms of distress. At this stage a street usually requires either a thick overlay or reconstruction. One of the key elements of a pavement repair strategy is to keep streets that are in the 'good' or 'fair' category from deteriorating. This is particularly true for streets in the 'fair' range, because they are at the point where pavement deterioration accelerates if left untreated. The projected pavement budget for fiscal year 2019-20 through fiscal year 2023-24 is approximately $2,000,000 per year or $10,000,000 million. This investment level is estimated to maintain the current PCI level with a decrease of one point to 80 in 2023. Furthermore, under this investment level, the deferred maintenance backlog is projected to decrease from $1.2 million in 2019 to $0.9 million in 2023. 120 CITY OF BURLINGAME, CALIFORNIA REQUIRED SUPPLEMENTARY INFORMATION (Continued) FOR THE FISCAL YEAR ENDED JUNE 30, 2019 NOTE 4 — MODIFIED APPROACH FOR THE CITY'S INFRASTRUCTURE (Continued) A schedule of estimated annual amounts calculated to maintain and preserve the City's streets at the current level compared to actual expenditures for street maintenance for the last three years is presented below. Fiscal Year 2019 2020 2021 2022 2023 Budget $ 2,000,000 $ 2,000,000 $ 2,000,000 $ 2,000,000 $ 2,000,000 Rehabilitation 1,817,377 1,749,705 1,713,333 1,623,564 1,761,962 Preventative Maintenance 175,578 249,213 285,607 128,246 16,936 Deferred Maintenance 1,203,981294,547 1,273,929 72,376 - 896,357 PCI 81 81 81 81 80 A schedule of estimated annual amounts calculated to maintain and preserve the City's streets at the current level compared to actual expenditures for street maintenance for the last three years is presented below. Fiscal Year Maintenance Estimate Actual Expenditures PCI Rating 2014-2015 $ 1,200,000 $ 1,479,349 76 2015-2016 $ 1,200,000 $ 1,151,003 77 2016-2017 $ 1,200,000 $ 1,300,698 78 2017-2018 $ 1,200,000 $ 1,273,929 79 2018-2019 1 $ 1,200,0001 $ 537,4401 81 The City's ongoing street rehabilitation program is funded in the Capital Improvement Program. 121 Revenues Property taxes Sales and use taxes Transient occupancy taxes Othertaxes Licenses and permits Fines, forfeitures and penalties Charges for services Other revenue Grants and subventions Investment income Total revenues Expenditures Current: General Government City Attorney City Clerk City Council City Manager Elections Human Resources Finance Total General Government Public safety: Fire Fire - Disaster Preparedness Police Communications Dispatch Police - Parking Enforcement Police Total Public Safety Public Works Community Development Parks, recreation, and library Library Parks Recreation and Aquatics Total Leisure & Cultural Services Capital outlay Total Expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) Net change in fund balance FUND BALANCE Beginning of year End of year CITY OF BURLINGAME, CALIFORNIA GENERAL FUND SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL FOR THE YEAR ENDED JUNE 30, 2019 Budgeted Amounts Original Final Actual $ 21,335,000 14,367,000 27,950,000 3,194,000 88,000 909,500 5,693,000 195,000 113,000 1,092,000 74,936,500 974,166 402,861 385,071 849,583 921,539 2,404,173 5,937,393 10,999,979 107,000 1,632,903 682,090 14,912,892 28,334,864 2,344,843 5,549,646 4,959.174 5,469,252 15,978,072 59,586,794 15,349,706 2,488,489 (15, 643, 311) (13,154,822) $ 2,194,884 $ 22,047,000 15,470,000 28,500,000 3,308,000 81,000 976,500 5,930,800 241,600 140,000 1,792,000 i7� �AIt'1 1,099,166 423,861 385,071 809,583 921,539 2,444,173 6,083,393 10, 999, 979 107,000 1,717,903 682,090 15,182, 892 28,689,864 2,444,844 5,549,646 5.030.424 5,076,252 15,656,322 60,053,046 $ 21,955,937 17,819,970 29,384,461 3,233,401 84,610 1,209,074 6,282,171 299,229 196,576 4,071,913 84,537,342 830,095 359,301 348,006 771,425 58 885,453 2,440,335 5,634,673 10,956,452 86,226 1,562,171 681,882 14,315,883 27,602,614 5,902,367 1,709,734 5,348,120 4.552.895 4,880,783 14,781,798 131,913 55,763,099 Variance Positive (Negative) $ (91,063) 2,349,970 884,461 (74,599) 3,610 232,574 351,371 57,629 56,576 2,279,913 6,050,442 269,071 64,560 37,065 38,158 (58) 36,086 3,838 448,720 43,527 20,774 155,732 208 867,009 1,087,250 999,108 735,110 201,526 477,529 195,469 874,524 145,235 4,289,947 18,433,854 28,774,243 10,340,389 2,488,489 (18,762,311) (16,273,822) $ 2,160,032 See accompanying Notes to the Basic Financial Statements 122 2,783,637 (18,762,311) (15,978,674) 12,795,569 36,372,181 $ 49,167,750 295,148 295,148 $ 10,635,537 CITY OF BURLINGAME, CALIFORNIA STORM DRAINAGE SPECIAL REVENUE FUND SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL FOR THE YEAR ENDED JUNE 30, 2019 123 Budgeted Amounts Variance Positive Original Final Actual (Negative) Revenues Charges for services $ 2,958,000 $ 2,958,000 $ 2,951,174 $ (6,826) Investment income 283,000 283,000 502,110 219,110 Total revenues 3,241,000 3,241,000 3,453,284 212,284 Other financing sources (uses) Transfers out (2,078,089) (2,078,089) (2,078,089) Total other financing sources(uses) (2,078,089) (2,078,089) (2,078,089) Net change in fund balance $ 1,162,911 $ 1,162,911 1,375,195 $ 212,284 FUND BALANCE Beginning of year 4,195,033 End of year $ 5,570,228 See accompanying Notes to the Basic Financial Statements 123 Comprehensive Annual Financial Report June 30, 2019 COMBINING FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION 12S Comprehensive Annual Financial Report June 30, 2019 NONMAIOR GOVERNMENTAL FUNDS SDecial Revenue Funds Measure A Fund — This fund accounts for the City's share of the special half -cent sales tax for transportation approved on the November 1988 ballot, effective January 1, 1989. Expenditures from this fund can only be incurred on transportation -related programs. Gas Tax Fund — This fund is to account for revenue received from the State of California derived from gasoline taxes. These funds may only be used for street purposes as specified in the State Streets and Highway Code. Special Assessment District Fund — This fund accounts for revenue from special assessments received from a special benefit district formed during fiscal year 2011-12 on Burlingame Avenue. The special benefit district revenues fund the lighting, landscape, and utility -related upgrades completed in 2014, and a portion of the related maintenance costs. Train Shuttle Fund — This fund is to account for revenues received from the Peninsula Joint Powers Board, San Mateo County Transportation Authority, Bay Area Air Quality Management District, City/County Association of Governments of San Mateo County, Downtown Burlingame Business Association, and the Broadway Improvement District for a free shuttle bus program. State/Federal Grants Funds—These funds are to account for grants from the State of California and the federal government, used or expended for a specific purpose, activity, or facility. Local Grants Fund — This fund is to account for grants or donations from local sources other than the State or Federal government used or expended for a specific purpose, activity, or facility. Development Fees Fund — This fund is to account for developers' fees that may be used for public improvements or facilities needed to support approved development projects in the City. This fund includes receipts from impact fees for specific improvement in the Bayfront and North Burlingame areas, as well as parking in lieu fees. Public TV Access Fund — This fund is to account for the PEG Access funding through Cable TV Franchise agreement beginning January 1, 1999. The City uses these funds to finance capital improvements associated with the broadcast of municipal events. 127 CITY OF BURLINGAME, CALIFORNIA Combining Balance Sheet Nonmajor Governmental Funds June 30, 2019 ASSETS Cash and investments Receivables (net of uncollectible amount of $0): Accounts and other receivables Due from consumers Total assets LIABILITIES, DEFERRED INFLOWS AND FUND BALANCES Liabilities: Accounts payable Due to other funds Total liabilities Deferred Inflows: Unavailable revenue Total deferred inflows Fund Balances: Restricted Total fund balances Total liabilities, deferred inflows and fund balances Revenue Funds $ 23,632 Z3'"z $ 15,958 15,958 $ 443,932 Special Train Measure Gas Tax Assessment Shuttle Fund Fund District Fund $ 443,932 $ 801,218 $ $ 375,977 $ 745,997 $ 417,658 $ 239,659 1,731 3,139 18,019 66,224 52,082 $ 443,932 $ 801,218 $ 435,677 $ 239,659 $ 23,632 Z3'"z $ 15,958 15,958 $ 443,932 $ 801,218 419,719 216,027 443,932 801,218 419,719 216,027 $ 443,932 $ 801,218 $ 435,677 $ 239,659 128 15,958 15,958 41,349 559,503 $ 6,371,486 Special Revenue Funds 9,545,714 41,349 559,503 6,371,486 692,480 9,545,714 $ 51,433 $ 660,747 $ Total State/Federal 9,696,632 Local Development Public TV Nonmajor Grants Grants Fees Access Governmental Fund Fund Fund Fund Funds $ 10,529 $ 618,340 $ 6,339,922 $ 665,244 $ 9,413,326 10,904 1,711 31,564 3,045 70,113 30,000 40,696 24,191 213,193 $ 51,433 $ 660,747 $ 6,371,486 $ 692,480 $ 9,696,632 $ 101,244 $ 124,876 $ 10,084 10,084 10,084 101,244 134,960 15,958 15,958 41,349 559,503 $ 6,371,486 692,480 9,545,714 41,349 559,503 6,371,486 692,480 9,545,714 $ 51,433 $ 660,747 $ 6,371,486 $ 692,480 $ 9,696,632 129 CITY OF BURLINGAME, CALIFORNIA Combining Statement of Revenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds For the year ended June 30, 2019 REVENUES: Investment income Intergovernmental taxes Charges for services Grants and subventions Total revenues EXPENDITURES: Current: General government Public safety Community development Parks, recreation, and library Shuttle operations Total expenditures REVENUES OVER(UNDER)EXPENDITURES OTHER FINANCING SOURCES (USES): Transfersin Transfer out Total other financing sources (uses) Net change in fund balance FUND BALANCE: Beginning of year End of year I Revenue Funds 167,770 167,770 810,377 1,210,776 324,602 (64,170) 143,500 (800,000) (941,000) (310,000) (800,000) (941,000) (310,000) 143,500 10,377 269,776 14,602 79,330 433,555 531,442 405,117 136,697 $ 443,932 $ 801,218 $ 419,719 $ 216,027 130 Special Train Measure A Gas Tax Assessment Shuttle Fund Fund District Fund $ 17,125 $ 23,839 $ 14,508 793,252 1,186,937 310,094 $ 103,600 810,377 1,210,776 324,602 103,600 167,770 167,770 810,377 1,210,776 324,602 (64,170) 143,500 (800,000) (941,000) (310,000) (800,000) (941,000) (310,000) 143,500 10,377 269,776 14,602 79,330 433,555 531,442 405,117 136,697 $ 443,932 $ 801,218 $ 419,719 $ 216,027 130 Special Revenue Funds 588,329 6,259,267 Total State/Federal Local Development Public TV Nonmajor Grants Grants Fees Access Governmental Fund Fund Fund Fund Funds $ 221,016 $ 20,712 $ 297,200 1,980,189 274,220 99,563 683,877 $ 63,097 $ 218,781 385,478 63,097 218,781 495,236 120,275 3,346,744 720 720 37,358 37,358 247,607 37,358 247,607 720 247,607 167,770 453,455 25,739 (28,826) 495,236 119,555 2,893,289 (383,017) (383,017) 143,500 (2,434,017) (2,290,517) 25,739 (28,826) 112,219 119,555 602,772 15,610 588,329 6,259,267 572,925 8,942,942 $ 41,349 $ 559,503 $ 6,371,486 $ 692,480 $ 9,545,714 131 CITY OF BURLINGAME, CALIFORNIA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual - Nonmajor Governmental Funds For the year ended June 30, 2019 REVENUES: Investment income Intergovernmental Charges for services Grants revenue Total revenues EXPENDITURES: Current: General government Public safety Parks, recreation, and library Community development Shuttle operations Total expenditures REVENUES OVER (UNDER) EXPENDITURES OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing sources (uses) Net change in fund balance FUND BALANCE: Beginning of year End of year Special Revenue Funds Measure A Fund Gas Tax Fund Variance Variance Positive Positive Budget Actual (Negative) Budget Actual (Negative) $ 30,000 $ 17,125 $ (12,875) $ 23,000 $ 23,839 $ 839 900,000 793,252 (106,748) 1,144,000 1,186,937 42,937 930,000 810,377 (119,623) 1,167,000 1,210,776 43,776 930,000 810,377 (119,623) 1,167,000 1,210,776 43,776 (800,000) (800,000) (941,000) (941,000) (800,000) (800,000) (941,000) (941,000) $ 130,000 10,377 $ (119,623) $ 226,000 269,776 $ 43,776 433,555 $ 443,932 132 531,442 $ 801,218 Special Revenue Funds Special Assessment District Train Shuttle Fund State/Federal Grants Fund Variance Variance Variance Positive Positive Positive Budget Actual (Negative) Budget Actual (Negative) Budget Actual (Negative) $ 7,000 $ 14,508 $ 7,508 310,000 310,094 94 $ 72,000 $ 103,600 $ 31,600 $ 48,300 $ 63,097 $ 14,797 317,000 324,602 7,602 72,000 103,600 31,600 48,300 63,097 14,797 79,065 37,358 41,707 215,500 167,770 47,730 215,500 167,770 47,730 79,065 37,358 41,707 317,000 324,602 7,602 (143,500) (64,170) 79,330 (30,765) 25,739 56,504 143,500 143,500 (310,000) (310,000) (310,000) (310,000) 143,500 143,500 $ 7,000 14,602 $ 7,602 79,330 $ 79,330 $ (30,765) 25,739 $ 56,504 405,117 136,697 15,610 $ 419,719 $ 216,027 $ 41,349 133 CITY OF BURLINGAME, CALIFORNIA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual - Nonmajor Governmental Funds For the year ended June 30, 2019 REVENUES: Investment income Intergovernmental Charges for services Grants revenue Total revenues EXPENDITURES: Current: General government Public safety Parks, recreation, and library Community development Shuttle operations Total expenditures REVENUES OVER (UNDER) EXPENDITURES OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing sources (uses) Net change in fund balance FUND BALANCE: Beginning of year End of year Special Revenue Funds Local Grant Funds Development Fees Fund Variance Variance Positive Positive Budget Actual (Negative) Budget Actual (Negative) $ 4,000 $ 7,630 $ 3,630 $ 78,000 $ 221,016 $ 143,016 274,220 274,220 218,781 218,781 4,000 226,411 222,411 78,000 495,236 417,236 255,237 (255,237) 255,237 (255,237) 4,000 (28,826) (32,826) 78,000 495,236 417,236 ($383,017) (383,017) (383,017) (383,017) $ 4,000 (28,826) $ (32,826) $ (305,017) 112,219 $ 417,236 588,329 $ 559,503 134 6,259,267 $ 6,371,486 Special Revenue Funds Public TV Access Fund Variance Positive Budget Actual (Negative) $ 8,000 $ 20,712 $ 12,712 112,000 99,563 (12,437) 120,000 120,275 275 720 (720) 720 (720) 120,000 119,555 445 $ 120,000 119,555 $ 445 572,925 $ 692,480 135 CITY O .1 I 'x"•00 '>PORnYFD , Comprehensive Annual Financial Report June 30, 2019 INTERNAL SERVICE FUNDS General Liability Fund — This fund accounts for the servicing of the general liability self-insurance program of the City. Included are costs associated with self-insurance and the purchase of excess insurance to adequately protect the City. User departments are charged for this program at rates based on loss experience (frequency and severity of claims). Workers' Compensation Fund - This fund accounts for the funding of the City's Workers' Compensation costs. User departments are charged for workers' compensation at rates based on loss experience and on departmental personnel budgets. OPEB (Other Post -Employment Benefits) Fund — This fund accounts for the costs of the City's retiree medical program and related liabilities. A percentage "surcharge" on actual payroll provides the fund's revenues; benefits are paid out of the fund and the remaining funds are swept to the irrevocable trust fund established to reduce the OPEB liability incurred in prior years. Facilities Services Fund — This fund accounts for the costs of operation of the City s maintenance and repair of City building and custodial services on a cost reimbursement basis. Equipment Services Fund — This fund accounts for the costs of operation, maintenance, and replacement of automotive equipment used by the various departments. Such costs are billed to the consuming departments at a rate that includes operation and maintenance, and an amount necessary to provide replacement of the equipment at a future date. Information Technology Services Fund — This fund accounts for the costs of operation of the City s telephone and computer maintenance and acquisitions. Such costs are billed to the consuming departments at a rate that includes operation and maintenance, and an amount necessary to provide for replacement of computers. 137 ASSETS Current assets: Cash and investments Receivable (net of uncollectible amounts of $0): Accounts Other receivables Due from consumers Prepaid and Inventory Total current assets Non -Current assets: Cash and investments, restricted Capital assets: Facilities, infrastructure, and equipment, net of depreciation Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES Deferred outflows related to pensions Deferred outflows related to OPEB Total deferred outflows of resources LIABILITIES Current liabilities: Accounts payable Compensated absences due in one year Claims and litigation due in one year Total current liabilities Noncurrent liabilities: Compensated absences Claims and litigation Net pension liability Net OPEB liability Total noncurrent liabilities Total liabilities DEFERRED INFLOWS OF RESOURCES Deferred inflows related to pensions Deferred inflows related to OPEB Total deferred outflows of resources NET POSITION Net investment in capital assets Restricted Unrestricted (deficit) Total net position CITY OF BURLINGAME, CALIFORNIA Combining Statement of Net Position Internal Service Funds June 30, 2019 General Worker's Liability Compensation Fund Fund Total $ 5,957,140 $ Information Facilities Equipment Technology OPEB Services Services Services Fund Fund Fund Fund Total $ 5,957,140 $ 7,003,123 $95,777 $ 374,973 $ 5,464,408 $ 1,210,513 $ 20,105,934 27,448 34,582 87,936 15,099 29,454 5,254 199,773 19,799 1,500,800 6,620 39,938 66,357 13,336 103,430 14,232 38,840 53,072 6,004,387 7,037,705 197,945 390,072 5,539,322 1,255,705 20,425,136 4,675,200 5,007,200 56,467 115,700 71,501 11,633 255,301 794,496 92,312 2,228,168 106,543 2,427,023 4,675,200 56,467 1,203,365 208,012 2,299,669 118,176 2,682,324 6,004,387 7,094,172 197,945 598,084 7,838,991 1,373,881 23,107,460 25,155 16,317 199,950 129,702 9,172 338,824 3,698 2,395 370 121,900 78,945 12,190 213,035 18,712 1,524 49,089 321,850 208,647 21,362 551,859 1,106 205 67,353 13,336 103,430 185,430 1,074 1,074 332,000 1,168,800 1,500,800 333,106 1,169,005 68,427 13,336 103,430 1,687,304 43,829 3,690 47,519 332,000 4,675,200 5,007,200 1,056,221 685,144 48,451 1,789,816 794,496 514,531 79,450 1,388,477 332,000 4,675,200 1,894,546 1,203,365 127,901 8,233,012 665,106 5,844,205 1,962,973 1,216,701 231,331 9,920,316 25,155 16,317 1,154 42,626 3,698 2,395 370 6,463 28,853 18,712 1,524 49,089 92,312 2,228,168 106,543 2,427,023 56,467 115,700 71,501 11,633 255,301 5,339,281 1,193,500 197,945 (1,279,904) 4,512,556 1,044,212 11,007,590 $ 5,339,281 $ 1,249,967 $ 197,945 $ (1,071,892) $ 6,812,225 $ 1,162,388 $ 13,689,914 138 CITY OF BURLINGAME, CALIFORNIA Combining Statement of Revenues, Expenses, and Changes in Net Position Internal Service Funds For the year ended June 30, 2019 139 Information General Worker's Facilities Equipment Technology Liability Compensation OPEB Services Services Services Fund Fund Fund Fund Fund Fund Total OPERATING REVENUES: Charges for services $ 1,510,000 $ 848,623 $ 4,843,875 $ 1,706,612 $ 942,307 $ 1,334,440 $ 11,185,857 Other revenue 67,339 6,096 103,485 176,920 Total operating revenue 1,577,339 848,623 4,849,971 1,706,612 1,045,792 1,334,440 11,362,777 OPERATING EXPENSES: Salaries and benefits 845,585 383,042 88,031 1,316,658 Retiree medical benefit 5,064,694 5,064,694 Supplies and services 77,911 108,696 12,000 776,478 215,039 830,432 2,020,556 Depreciation 17,091 609,412 29,753 656,256 Insurance claims and expenses 507,491 774,863 2,374 35,879 1,320,607 Total operating expenses 585,402 883,559 5,076,694 1,641,528 1,243,372 948,216 10,378,771 Operating income (loss) 991,937 (34,936) (226,723) 65,084 (197,580) 386,224 984,006 NONOPERATING REVENUES (EXPENSES): Investment income (expense) 185,388 241,772 19,484 215,856 35,694 698,194 Net nonoperating revenues (expenses) 185,388 241,772 19,484 215,856 35,694 698,194 Net change in net position 1,177,325 206,836 (226,723) 84,568 18,276 421,918 1,682,200 NET POSITION: Total net position, beginning, as restated 4,161,956 1,043,131 424,668 (1,156,460) 6,793,949 740,470 12,007,714 Total net position, ending $ 5,339,281 $ 1,249,967 $197,945 $(1,071,892) $ 6,812,225 $ 1,162,388 $ 13,689,914 139 CITY OF BURLINGAME, CALIFORNIA Combining Statement of Cash Flows Internal Service Funds For the year ended lune 30, 2019 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Interfund loans received (paid) CASH FLOWS FROM CAPITAL AND Information General Workers' Facilities Equipment Technology Liability Compensation OPEB Services Services Services (1) (1,317,413) (109,284) (1,426,698) Fund Fund Fund Fund Fund Fund Total CASH FLOWS FROM OPERATING ACTIVITIES: Interest received on investments 185,388 241,772 Receipts from customers for service charges $ 1,552,072 $ 846,837 $ 4,858,825 $ 1,693,292 $ 1,044,857 $ 1,323,219 $ 11,319,102 Payments to claims (212,242) (573,997) 35,694 698,194 Net increase (decrease) in cash and cash equivalents (786,239) Payments to suppliers (551,658) (308,161) (22,265) (797,654) (315,142) (828,135) (2,823,015) Payments to retirees and trust (5,064,694) (5,064,694) Payments to employees 4,983,580 6,853,139 323,911 (833,386) (384,964) (89,502) (1,307,852) Net cash provided by (used in) operating activities 788,172 (35,321) (228,134) 62,252 344,751 405,582 1,337,302 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Interfund loans received (paid) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition and construction of capital assets (1) (1,317,413) (109,284) (1,426,698) CASH FLOWS FROM INVESTING ACTIVITIES: Interest received on investments 185,388 241,772 19,484 215,856 35,694 698,194 185,388 241,772 19,484 215,856 35,694 698,194 Net increase (decrease) in cash and cash equivalents 973,560 206,451 (228,134) 81,735 (756,806) 331,992 608,798 CASH AND CASH EQUIVALENTS: Beginning of year 4,983,580 6,853,139 323,911 408,938 6,292,715 890,154 19,752,437 End of year $ 5,957,140 $ 7,059,590 $ 95,777 $ 490,673 $ 5,535,909 $ 1,222,146 $ 20,361,235 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Operating (loss) income $ 991,937 $ (34,936) $ (226,723) $ 65,084 $ (197,580) $ 3860224 $ 984,006 Adjustments for noncash activities: Depreciation and amortization 17,091 609,412 29,753 656,256 Changes in assets and liabilities: Receivables (25,267) (1,786) 8,854 (13,320) (935) (11,221) (43,675) Inventories 40 (5,219) (5,179) Deferred outflows 65,088 42,239 2,067 109,394 Accounts payable (19,498) (599) (10,305) (18,802) (59,005) 2,297 (105,912) Compensated absences (3,243) (11,981) (15,224) Claims and litigations liabilities (159,000) 2,000 (157,000) Deferred inflows (2,921) (1,894) (169) (4,984) Net pension liabilities (24,059) (15,607) (1,103) (40,769) Net OPEB liabilities (22,666) (14,679) (2,266) (39,611) Total adjustments (203,765) (385) (1,411) (2,832) 542,331 19,358 353,296 Net cash provided by (used in) operating activities $ 788,172 $ (35,321) $ (228,134) $ 62,252 $ 344,751 $ 405,582 $ 1,337,302 RECONCILIATION OF CASH AND CASH EQUIVALENTS TO THE STATEMENT OF NET POSITION Cash and investments - current $ 5,957,140 $ 7,003,123 $ 95,777 $ 374,973 $ 5,464,408 $ 1,210,513 $ 20,105,934 Cash and investments, restricted 56,467 115,700 71,501 11,633 255,301 Total cash and investments per Statement of Net Position $ 5,957,140 $ 7,059,590 $ 95,777 $ 490,673 $ 5,535,909 $ 1,222,146 $ 20,361,235 140 FIDUCIARY FUNDS Agency Funds Seismic Education Fees — This Fund records fees collected from building permits and disbursements to the State of California in accordance with program regulations. Hotel Business Improvement District (BID) Fees Fund — This fund accounts for fee collections received as an Agent for the San Mateo County Visitors and Convention Bureau. Elementary School Development Fees Fund— This fund accounts for fee collections received as an Agent for the Burlingame Elementary School District. High School Development Fees Fund — This fund accounts for fee collections received as an Agent for the San Mateo Union High School District. Council Cities—This fund records collections received for the Council of Cities meeting. Business Improvement District (BID) Fund — Broadway — This fund accounts for collections received as an Agent for the Broadway Business Improvement Project. Library Foundation Account Fund— This fund accounts for collections and disbursements by the Library Foundation. Building Standards Administration Fund — This Fund records fees collected from building permits and disbursements to the State of California in accordance with program regulations. Downtown Business Improvement District Fund — This fund accounts for collections received for the Downtown Business Improvement District. Deferred Compensation — Retirees Fund— This fund is for the collection of the City's closed out deferred compensation plans. Funds will be disbursed to the account beneficiaries. Deferred Compensation — Administrative Services Fund — This fund is used to collect funding deposits from the City's deferred compensation plan vendor to pay the third party expenses associated with the City's fiduciary responsibilities in administering the plan. 141 CITY OF BURLINGAME AGENCYFUNDS COMBINING STATEMENTS OF CHANGES IN ASSETS AND LIABILITIES FOR THE YEAR ENDED JUNE 30, 2019 Hotel BID Fees Assets: Cash and investments Accounts receivable Total assets Liabilities: Accounts payable Due to other governmental units Total liabilities Balance June 30, 2018 Balance Additions Deductions June 30, 2019 $ 140,105 $ 51,610 788,620 154,446 $ 928,725 $ 206,056 $ 147,487 $ 52,560 781,238 153,496 $ 928,725 $ 206,056 Elementary School Development Fees Assets: Cash and investments $ 242,245 Total assets Liabilities: Accounts payable Total liabilities High School Development Fees Assets: Cash and investments Total assets Liabilities: Accounts payable Total liabilities $ 242,245 $ 242,245 $ 242,245 $ 190,026 $ 190,026 $ 191,715 943,066 $ - $ 1,134,781 $ 200,047 934,734 $ $ 1,134,781 $ (199,206) $ 43,039 $ (199,206) $ 43,039 $ (199,206) $ 43,039 $ (199,206) $ 43,039 $ (154,876) $ 35,150 $ (154,876) $ 35,150 $ 190,026 $ - $ (154,876) $ 35,150 $ 190,026 $ - $ (154,876) $ 35,150 (continued) 142 CITY OF BURLINGAME AGENCYFUNDS COMBINING STATEMENTS OF CHANGES IN ASSETS AND LIABILITIES FOR THE YEAR ENDED JUNE 30, 2019 Balance June 30, 2018 Additions Deductions BID - Broadway Assets: Balance 0„ ,n,n Cash and investments $ 6,758 $ (5,558) $ 1,200 Total assets $ 6,758 $ $ (5,558) $ 1,200 Liabilities: Accounts payable $ 2,147 Accounts payable $ 6,758 $ $ (5,558) $ 1,200 Total liabilities $ 6,758 $ $ (5,558) $ 1,200 Library Foundation Account Fund Assets: Cash and investments $ 2,147 $ (607) $ 1,540 Total assets $ 2,147 $ (607) $ 1,540 Liabilities: Accounts payable $ 2,147 ($607) $ 1,540 Total liabilities $ 2,147 (607) $ 1,540 (continued) 143 CITY OF BURLINGAME AGENCYFUNDS COMBINING STATEMENTS OF CHANGES IN ASSETS AND LIABILITIES FOR THE YEAR ENDED JUNE 30, 2019 (continued) 144 Balance Balance June 30, 2018 Additions Deductions June 30, 2019 Downtown Business Improvement District Assets: Accounts receivable $ 13,390 $ (3,437) $ 9,953 Total assets $ 13,390 $ $ (3,437) $ 9,953 Liabilities: Accounts payable $ 850 $ 1,295 $ 2,145 Due to other governmental units 12,540 $ (4,732) 7,808 Total liabilities $ 13,390 $ 1,295 $ (4,732) $ 9,953 Deferred Comp - Retirees Assets: Cash and investments $ 6,428 $ 6,428 Total assets $ 6,428 $ 6,428 Liabilities: Due to other governmental units $ 6,428 $ 6,428 Total liabilities $ 6,428 $ 6,428 (continued) 144 CITY OF BURLINGAME AGENCY FUNDS COMBINING STATEMENTS OF CHANGES IN ASSETS AND LIABILITIES FOR THE YEAR ENDED JUNE 30, 2019 Deferred Comp - Admin. Services Assets: Cash and investments Total assets Liabilities: Due to other governmental units Total liabilities Totals - All Agency Funds Assets: Cash and investments Accounts receivable Total assets Liabilities: Accounts payable Due to other governmental units Total liabilities Balance June 30, 2018 Balance Additions Deductions June 30, 2019 $ 36,471 $ 42,610 $ (30,549) $ 48,532 36,471 $ 42,610 $ (30,549) $ 48,532 $ 36,471 $ 42,610 $ (30,549) $ 48,532 $ 36,471 $ 42,610 (30,549) $ 48,532 $ 624,180 $ 94,220 $ (390,796) $ 327,604 802,010 154,446 (3,437) 953,019 $ 1,426,190 $ 248,666 $ (394,233) $ 1,280,623 $ 589,513 $ 53,855 $ (360,247) $ 283,121 836,677 196,106 (35,281) 997,502 $ 1,426,190 $ 249,961 $ (395,528) $ 1,280,623 145 CITY �waa�rea Comprehensive Annual Financial Report June 30, 2019 STATISTICAL SECTION 147 BURLINGAME Comprehensive Annual Financial Report June 30, 2019 STATISTICAL SECTION Contents Financial Trends Pages These schedules contain trend information to help the reader understand how the City's financial performance and well-being have changed overtime. 148-155 Revenue Capacity These schedules contain information to help the reader assess the factors affecting the City's ability to generate its property and other taxes. 156-162 Debt Capacity These schedules present information to help the reader assess the affordability of the City's current levels of outstanding debt and the City's ability to issue additional debt in the future. 163-167 Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the City's financial activities take place and to help make comparisons over time and with other governments. 168-170 Operating Information These schedules contain information about the City's operations and resources to help the reader understand how the City's financial information relates to the services the City provides and the activities it performs. 172-174 149 CITY OF BURLINGAME, CALIFORNIA NET POSITION BY COMPONENT Last Ten Fiscal Years (accrual basis of accounting) (amounts expressed in thousands) Governmental activities: Net investment in capital assets $ 59,936 Restricted 3,515 Unrestricted - restated per GASB 75 42,298 Total governmental activities net position $ 105,749 Business -type activities: Net investment in capital assets $ 30,759 Restricted - Unrestricted - restated per GASB 75 19,260 Total business -type activities net position $ 50,019 Primary government: $ 51,521 $ 78,903 $ 64,020 8,674 12,102 26,400 49,259 27,234 34,841 $ 109,454 $ 118,239 $ 125,261 $ 38,406 $ 40,381 $ 43,469 - 5,014 5,050 17,736 14,788 16,093 $ 56,142 $ 60,183 $ 64,612 Net investment in capital assets $ 90,695 $ 89,927 $ 119,284 $ 107,489 Restricted 3,515 8,674 17,116 31,450 Unrestricted 61,558 66,995 42,022 50,934 Total primary government net position $ 155,768 $ 165,596 $ 178,422 $ 189,873 (1) Reclassifications in the categories were made to stay consistent and comparable with the presentation in the current year. (2) 2012 reflects net position as originally stated and does not include the effect of implementation of GASB Statement No. 65 in 2013 which restated beginning net position. 150 Fiscal Year (1) (1) (1) (2) 2010 2011 2012 2013 Governmental activities: Net investment in capital assets $ 59,936 Restricted 3,515 Unrestricted - restated per GASB 75 42,298 Total governmental activities net position $ 105,749 Business -type activities: Net investment in capital assets $ 30,759 Restricted - Unrestricted - restated per GASB 75 19,260 Total business -type activities net position $ 50,019 Primary government: $ 51,521 $ 78,903 $ 64,020 8,674 12,102 26,400 49,259 27,234 34,841 $ 109,454 $ 118,239 $ 125,261 $ 38,406 $ 40,381 $ 43,469 - 5,014 5,050 17,736 14,788 16,093 $ 56,142 $ 60,183 $ 64,612 Net investment in capital assets $ 90,695 $ 89,927 $ 119,284 $ 107,489 Restricted 3,515 8,674 17,116 31,450 Unrestricted 61,558 66,995 42,022 50,934 Total primary government net position $ 155,768 $ 165,596 $ 178,422 $ 189,873 (1) Reclassifications in the categories were made to stay consistent and comparable with the presentation in the current year. (2) 2012 reflects net position as originally stated and does not include the effect of implementation of GASB Statement No. 65 in 2013 which restated beginning net position. 150 Fiscal Year 2014 2015 2016 2017 2018 2019 $ 72,956 $ 74,346 $ 79,019 $ 82,624 $ 87,689 $ 98,575 45,863 36,446 38,414 43,383 26,901 28,852 14,732 (26,763) (25,511) (9,583) 6,415 25,681 $ 133,551 $ 84,029 $ 91,922 $ 116,424 $ 121,005 $ 153,108 $ 46,341 $ 50,485 $ 54,587 $ 61,071 $ 66,077 $ 69,494 451 451 12,367 11,963 12,155 15,485 27,092 22,038 26,002 30,125 31,760 36,559 $ 73,884 $ 72,974 $ 92,956 $ 103,159 $ 109,992 $ 121,538 $ 119,297 $ 124,831 $ 133,606 $ 143,695 $ 153,766 $ 168,069 46,314 36,897 50,781 55,346 39,056 44,337 41,824 (4,725) 491 20,542 38,176 62,240 $ 207,436 $ 157,003 $ 184,878 $ 219,583 $ 230,998 $ 274,646 151 CITY OF BURLINGAME, CALIFORNIA CHANGE IN NET POSITION Last Ten Fiscal Years (accrual basis accounting) (amounts expressed in thousands) Expenses Governmental activities: General government Public safety Public works Community development Parks, recreation and library Shuttle operations Financing and other activities Total governmental activities expenses Business -type activities: Water Sewer Waste management Landfill Parking Building Total business -type activities expenses Total primary government expenses Program Revenue Governmental activities: Charges for services: General government Public safety Public works Community development Parks, recreation and library Shuttle operations Operating grants and contributions Capital grants and contributions Total government activities program revenues Business -types activities: Charges for services: Water Sewer Waste management Landfill Parking Building Capital grants and contributions Total business -type activities program revenues Total primary governmental program revenues Net Government activities Business -type activities Total primary government net expenses General Revenues and Other Changes in Net Position Governmental activities: Taxes Property taxes Sales tax Transient occupancy tax Othertaxes Other general revenue Special Item - OPEB pre -funding Investment earnings (expense) Transfers Total governmental activities Business -type activities: Othertaxes Other general revenue Investment earnings (expense) Transfers Total primary government Change in Net Position Government activities Business -type activities Total primary government 2010 2011 2012 2013 $ 5,354 $ 6,803 $ 6,358 $ 6,188 21,050 21,141 20,265 21,163 8,453 8,514 8,248 9,268 2,318 1,752 1,245 941 9,191 10,475 9,828 11,065 130 324 249 179 1,876 2,656 2,215 3,552 48,372 51,665 48,408 52,356 9,370 9,569 11,082 12,127 10,170 9,509 9,686 9,553 687 936 681 634 1,298 1,454 1,435 1, 350 1,075 1,141 1,222 1,317 22,600 22,608 24,107 24,980 $ 70,972 $ 74,273 $ 72,516$ 77,336 $ 350 1,179 314 336 2,643 2,040 3,407 10,269 $ 616 2,202 1,713 744 2,744 72 2,210 3,189 13,490 2 $ 1,053 560 319 2,760 1,165 3,520 9,379 117 212 3,230 384 2,880 987 357 8,167 11,516 12,734 13,708 14,875 12,534 14,566 16,157 16,791 294 653 465 564 1,645 1,802 1,950 2,428 1,479 1,404 1,580 1,707 23 1,282 4,513 3,916 27,491 31,159 33,860 36,365 $ 37,760 $ 44,649 $ 43,239 $ 44,532 $ (38,103) $ (38,175) $ (39,029) $ (44,189) 4,891 8,551 9,753 11,385 $(33,212) $ (29,624) $ (29,277) $ (32,804) $ 13,355 $ 13,310 $ 13,672 $ 14,394 6,276 8,041 8,495 9,199 10,342 13,404 16,183 18,244 2,267 5,037 4,478 5,311 618 805 472 148 5,447 1,282 4,513 3,916 38,305 41,879 47,813 51,212 442 - 228 314 (1,145) (1,427) (3,353) (5,447) (1,282) (4,513) (3,916) (5,005) (2,427) (5,712) (6,955) 202 3,704 8,784 7,023 (114) 6,124 4,041 4,430 $ 88$ 9,828 $ 12,825 $ 11,453 152 2014 2015 2016 2017 2018 2019 $ 7,295 $ 4,231 $ 4,275 $ 4,757 $ 5,785 $ 6,181 19,141 23,005 26,296 25,710 27,244 28,634 12,961 8,267 8,312 7,353 7,929 7,574 1,007 1,145 1,162 1,386 1,817 1,755 11,162 15,832 13,786 14,581 16,925 16,875 188 135 137 150 191 168 2,812 2,422 2,639 3,075 2,210 1,814 54,567 55,037 56,607 57,012 62,101 63,001 10,745 11,471 12,822 13,806 14,671 14,855 9,332 10,144 10,960 10,345 11,205 11,874 467 481 487 676 789 728 177 67 56 77 406 224 1,183 1,296 445 635 1,053 926 1,254 1,368 1,420 2,054 1,580 2,495 23,158 24,827 26,190 27,593 29,704 31,102 $ 77,725 _L-79 864 -$-82 797 --$-84 605 -$-91 805 -.$-94 103 $ 302 $ 116 $ 123 $ 122 $ 119 $ 109 1,097 1,066 1,009 1,075 1,140 1,386 4,075 3,870 3,477 4,316 4,186 4,122 738 657 890 5,900 702 1,332 2,919 3,372 3,405 3,860 4,208 4,261 - - 150 - - - 738 1,127 591 978 830 629 1,249 740 439 150 1,218 508 11,118 10,948 10,084 16,401 12,403 12,347 16,023 15,425 15,158 16,375 18,623 19,664 16,931 15,679 15,634 15,798 15,837 15,715 1,694 943 778 780 700 617 350 445 437 447 465 483 2,477 2,573 2,649 2,766 2,820 2,773 2,057 1,980 2,257 4,087 4,413 3,221 - - 42,858 42,473 - 2,127 39,532 37,045 79,771 82,726 42,858 42,473 $ 50,651 -$-47 993 -$-89 855 $ 99,127 $ 55,261 -$-54 820 $ (43,449) $ (44,089) $ (46,523) $ (40,611) $ (49,698) $ (50,654) 16,374 12,218 53,581 55,133 13,154 11,371 (27,075)$ (31,871) $ 7,058 $ 14,522 $ (36,544) $ (39,283) _L $ 15,497 $ 16,677 $ 17,645 $ 18,933 $ 20,335 $ 21,956 10,196 11,101 12,828 12,089 12,820 17,820 21,357 23,698 26,092 26,263 27,936 29,384 4,595 4,697 4,589 4,407 4,869 5,214 344 1,254 233 427 381 466 (6,600) - - - - - 576 481 1,292 266 624 5,758 5,774 3,127 (8,114) 2,730 2,863 2,157 51,739 61,037 54,565 65,115 69,828 820755 382 144 185 203 (1,329) (1,451) 762 128 235 2,127 (5,774) (3,127) 8,114 (2,730) (2,864) (2,157) (7,103) (4,578) 9,258 (2,458) (2,444) 173 8,290 16,947 7,893 24,503 20,132 32,103 9,271 7,640 19,982 10,202 10,709 11,545 $ 17,562 $ 24,587 $ 27,875 $ 34,705 $ 30,841 _.$_43 648 153 CITY OF BURLINGAME, CALIFORNIA FUND BALANCE OF GOVERNMENTAL FUNDS Last Ten Fiscal Years (modified accrual basis of accounting) (amounts express in thousands) General Fund: Nonspendable Restricted Committed Assigned Unassigned Reserved Unreserved Total general fund All other governmental funds: Nonspendable Restricted Committed Assigned Unassigned Subtotal all other governmental funds Reserved Unreserved, reported in: Debt service funds Special revenue funds Capital projects funds Total all other governmental funds 2010 2011(1) 2012 2013 2014 $ 3 $ 1 $ 217 $ 221 10,200 11,927 12,300 9,413 1,665 Nonspendable 3,591 224 7,430 337 13,251 $ 580 $ 6 $ 4 Restricted 6,276 - 12 4,391 $ 6,856 $ 11,868 $ 15,519 $ 19,947 $ 22,885 - - 475 $ 204 $ 396 $ 383 5,756 19,930 11,898 21,582 26,004 17,417 - 11,003 - 13,659 19,412 12,046 28,063 16,140 Subtotal General Fund 13,246 29,462 1,166 29,978 651 22,370 $ 25,348 $ 46,978 $ 46,514 $ 9,024 739 $ 9,763 $ 34,238 $ 40,867 $ 66,925 $ 69,399 154 2015 2016 2017 2018 2019 General Fund: Nonspendable $ 224 $ 337 $ 215 $ 6 $ 4 Restricted - - 12 4,391 7,480 Committed - - - - Assigned 18,773 18,638 19,386 19,930 21,582 Unassigned 10,465 11,003 13,659 12,046 20,102 Subtotal General Fund $ 29,462 $ 29,978 $ 33,272 $ 36,373 $ 49,168 All other governmental funds: Nonspendable $ 375 $ 575 $ - $ - Restricted 10,851 21,034 25,196 22,325 21,117 Committed 25,220 20,874 22,359 27,005 27,765 Assigned 8,762 13,500 20,500 25,800 30,800 Unassigned - 97 (5) - Subtotal all other governmental funds $ 45,208 $ 56,080 $ 68,050 $ 75,130 $ 79,682 Total governmental fund balance $ 74,670 $ 86,058 $ 101,322 $ 111,503 $ 128,850 (1) Beginning in fiscal year 2011, the City implemented GASB Statement No. 54 which provided updated guidance on fund balance designation and reporting. 154 Comprehensive Annual Financial Report June 30, 2019 CITY OF BURLINGAME, CALIFORNIA CHANGES IN FUND BALANCE OF GOVERNMENTAL FUNDS Last Ten Fiscal Years (modified accrual basis of accounting) (amounts expressed in thousands) REVENUES: Property taxes Sales and use taxes Transient occupancy taxes Othertaxes Licenses and permits Fines, forfeitures, and penalties Investment income Motor vehicle in lieu tax Intergovernmental Charges for services Grant and governmental revenues Other revenue Total revenues EXPENDITURES: Current General government Public safety Public works Community development Parks, recreation and library Shuttle operations Other Capital Outlay Debt service: Principal Interest Total expenditures EXCESS OF REVENUES OVER (UNDER) EXPENDITURES OTHER FINANCING SOURCES (USES): Transferin Transfer out Pension obligation bonds issued Payment to PERS retirement Refund bond issued Premium on bonds issued Proceeds from issuance of debt Payments to refunded bond escrow agent Total other financing sources (uses) Net change in fund balances Debt service as a percentage of noncapital expenditures Fiscal Year 2010 2011 2012 2013 2014 $ 12,209 $ 13,310 $ 13,672 $ 15,539 $ 15,497 6,276 8,041 8,495 9,199 10,196 10,342 13,404 16,183 18,244 21,357 2,159 2,416 2,582 2,970 2,970 92 97 100 102 112 467 1,025 889 933 874 695 803 472 148 391 108 148 - - - 1,506 1,500 1,896 2,115 1,625 6,393 6,121 6,270 6,721 7,704 1,146 662 1,216 267 1,987 552 845 904 370 345 41,945 48,371 52,680 56,608 63,058 4,842 5,458 6,669 5,699 5,989 18,830 17,378 18,392 18,895 20,082 7,231 5,713 9,790 7,834 11,280 780 731 1,172 854 1,041 8,500 8,620 9,463 9,328 10,485 130 139 145 179 188 - 17 - - - 5,028 4,023 - 6,447 3,205 2,212 7,526 3,034 3,527 4,631 1,922 2,425 2,304 2,337 2,752 49,475 52,031 50,969 55,101 59,654 (7,530) (3,660) 1,711 1,507 3,404 16,797 26,312 29,276 33,209 33,520 (6,861) (25,029) (24,763) (29,293) (34,448) 20,300 405 20,637 (305) - - - 9,936 21,278 4,918 24,553 (929) $ 2,405 $ 17,618 $ 6,630 $ 26,058 $ 2,473 9% 21% 10% 12% 13% 156 Fiscal Year 2015 2016 2017 2018 2019 $ 16,677 $ 17,645 $ 18,933 $ 20,335 $ 21,956 11,101 12,828 12,089 12,819 17,820 23,698 26,092 26,263 27,936 29,384 3,048 3,154 3,024 3,216 3,233 84 86 88 83 85 921 864 898 976 1,209 374 1,036 309 547 5,059 1,648 1,435 1,383 1,653 1,980 8,076 7,919 14,284 9,298 9,918 1,867 1,075 779 2,048 1,010 1,255 391 427 378 416 68,749 72,525 78,477 79,289 92,070 4,434 4,917 5,148 5,604 5,922 23,231 25,057 25,646 26,448 27,647 8,311 7,330 6,238 6,617 6,313 1,244 1,406 1,531 1,812 1,710 15,145 12,725 13,590 15,642 16,128 135 137 150 160 168 6,594 3,885 4,863 8,080 14,429 4,964 5,832 5,596 5,246 2,600 2,548 2,633 3,182 2,364 1,963 66,607 63,922 65,944 71,973 76,880 2,142 8,603 12,533 7,316 15,190 33,694 30,150 26,378 29,605 28,964 (30,567) (38,264) (23,648) (26,741) (26,806) 1,045 9,855 3,127 2,786 2,730 2,864 2,158 $ 5,270 $ 11,389 $ 15,263 $ 10,180 $ 17,348 13% 14% 14% 12% 7% 157 CITY OF BURLINGAME, CALIFORNIA ASSESSED VALUES OF TAXABLE PROPERTY Last Ten Fiscal Years Category 2009-10 2010-11 2011-12 2012-13 2013-14 Residential $ 4,919,813,993 $ 4,964,900,673 $ 5,067,435,558 $ 5,292,630,080 $ 5,657,587,039 Commercial 1,229,890,648 1,197,204,546 1,203,204,597 1,264,338,491 1,304,028,690 Industrial 417,397,081 445,945,589 449,409,192 469,569,724 487,612,064 Government 1,752,914 477,622 481,217 490,841 1,131,741 Institutional 23,302,586 5,108,197 5,179,683 5,313,527 5,686,994 Miscellaneous 6,116,146 47,603,695 46,149,474 47,731,445 52,216,889 Recreational 17,974,577 21,392,656 21,565,053 21,330,221 21,756,820 Vacant Land 46,610,281 50,379,786 44,684,470 53,260,644 61,242,201 SBE Nonunitary 3,837,425 3,680,597 2,560,452 2,560,452 2,560,452 Unsecured 299,902,769 274,429,627 270,906,684 275,840,943 302,712,785 Unknown - - - - 45,233,193 TOTALS 6,966,598,420 7,011,122,988 7,111,576,380 $ 7,433,066,368 $ 7,941,768,868 Total Direct Rate 0.14521 0.14520 0.14519 0.14209 0.14205 Note: Exempt values are not included in the total. In 1978 the voters of the State of California passed Proposition 13 which limited taxes to a total maximum rate of 1%, based upon the assessed value of the property being taxed. Each year, the assessed value of property may be increased by an "inflation factor" (limited to a maximum of 2%). With few exceptions, property is only reassessed as a result of new construction activity or at the time it is sold to a new owner. At that point, the property is reassessed based upon the added value of the construction or at the purchase price (market value) or economic value of the property sold. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of Source: San Mateo County Assessor 2009/10- 2018/19 Combined Tax Rolls 1S8 2014-15 $ 6,106,922,682 1,406,432,281 491,904,917 1,136,878 6,739,774 52,541,265 27,696,881 42,238,634 2,560,452 307,284,506 2015-16 2016-17 2017-18 2018-19 $ 6,543,165,637 $ 6,996,722,454 $ 7,392,749,191 $ 7,873,773,642 1,487,657,043 1,665,932,944 1,857,291,724 1,978,102,748 500,290,183 523,550,270 545,609,274 650,767,854 16,859,592 17,116,700 17,459,033 40,103,131 5,545,746 5,634,571 5,743,999 5,819,973 63,818,615 76,577,551 102,398,944 2,461,921 30,269,253 30,095,025 30,696,916 52,691,864 43,082,544 62,448,455 63,823,350 18,242,238 2,763,435 2,763,435 2,763,435 2,763,435 324,903,282 329,134,973 338,411,794 344,682,252 $ 8,445,458,270 $ 9,018,355,330 $ 9,709,976,378 10,356,947,660 $10,969,409,058 0.14235 0.14250 0.14246 0.14245 0.14245 159 CITY OF BURLINGAME, CALIFORNIA NET TAXABLE ASSESSED VALUE HISTORY Last Ten Fiscal Years TAXABLE PROPERTY VALUES Source: San Mateo County Assessor NET TOTAL ASSESSED VALUE % CHANGE $ 6,966,598,420 3.03% 7,011,122,988 SBE LIEN YEAR SECURED UNSECURED NONUNITARY 2009/10 $ 6,662,858,226 $ 299,902,769 $ 3,837,425 2010/11 6,733,012,764 274,429,627 3,680,597 2011/12 6,838,109,244 270,906,684 2,560,452 2012/13 7,154,664,973 275,840,943 2,560,452 2013/14 7,636,495,631 302,712,785 2,560,452 2014/15 8,135,613,312 307,284,506 2,560,452 2015/16 8,690,688,613 324,903,282 2,763,435 2016/17 9,378,077,970 329,134,973 2,763,435 2017/18 10,015,772,431 338,411,794 2,763,435 2018/19 10,621,963,371 344,682,252 2,763,435 Source: San Mateo County Assessor NET TOTAL ASSESSED VALUE % CHANGE $ 6,966,598,420 3.03% 7,011,122,988 0.64% 7,111,576,380 1.43% 7,433,066,368 4.52% 7,941,768,868 6.84% 8,445,458,270 6.34% 9,018,355,330 6.78% 9,709,976,378 7.67% 10,356,947,660 6.66% 10,969,409,058 5.91% CITY OF BURLINGAME, CALIFORNIA PROPERTY TAX RATES --DIRECT AND OVERLAPPING GOVERNMENTS Last Ten Fiscal Years (per $100 of assessed value) City's Share of 1% Levy Per Prop 13 (3) Redevelopment Rate (4) Total Direct Rate 1.14474 0.14244 Note: (1) In 1978, California voters passed Proposition 13 which set the property tax rate at a 1.00% fixed amount. This 1.00% is shared by all taxing agencies in which the subject property resides within. In addition to the 1.00% fixed amount, property owners are charged taxes as a percentage of assessed property values for the payment of any voter approved bonds. (2) Overlapping rates are those of local and county governments that apply to property owners within the City. Not all overlapping rates apply to all city property owners. (3) City's share of 1% levy is based on the City's share of the General Fund tax rate area with the largest net taxable value within the city. Educational Revenue Augmentation Fund (ERAF) General Fund tax shifts may not be included in tax ratio figures. (4) Redevelopment Agency (RD) rate is based on the largest RDA tax rate area (TRA) and includes only rate(s) from indebtedness adopted prior to 1989 per California State Statute. RDA direct and overlapping rates are applied only to the incremental property values. The approval of ABX1 26 eliminated RDA from the State of California for the fiscal year 2012/13 and years thereafter. (5) Total Direct Rate is the weighted average of all individual direct rates applied to by the government preparing the statistical section information and excludes revenues derived from aircraft. Beginning in 2013-14 the Total Direct Rate no longer includes revenue generated from the former redevelopment tax rate areas. Challenges to recognized enforceable obligations are assumed to have been resolved during 2012-13. For the purposes of this report, residual revenue is assumed to be distributed to the City in the same proportions as general fund revenue. 161 General DEBT AND/OR SPECIAL ASSESSMENTS County, Community Elementary High Fiscal City and Peninsula College School School Total Year Schools fX11�1 City County Hospital District District District Tax Rate 2010 1.000000 0.000000 0.000000 0.000000 0.018200 0.127400 0.031900 1.177500 2011 1.000000 0.000000 0.000000 0.000000 0.019300 0.132300 0.032200 1.183800 2012 1.000000 0.000000 0.000000 0.000000 0.019900 0.138800 0.038300 1.197000 2013 1.000000 0.000000 0.000000 0.000000 0.019400 0.144800 0.038100 1.202300 2014 1.000000 0.000000 0.000000 0.000000 0.019400 0.177200 0.035500 1.232100 2015 1.000000 0.000000 0.000000 0.000000 0.019000 0.101500 0.047500 1.168000 2016 1.000000 0.000000 0.000000 0.000000 0.025000 0.090000 0.046600 1.161600 2017 1.000000 0.000000 0.000000 0.000000 0.024700 0.082400 0.041500 1.148600 2018 1.000000 0.000000 0.000000 0.000000 0.023500 0.103800 0.043300 1.170600 2019 1.000000 0.000000 0.000000 0.000000 0.017500 0.097700 0.040700 1.155900 City's Share of 1% Levy Per Prop 13 (3) Redevelopment Rate (4) Total Direct Rate 1.14474 0.14244 Note: (1) In 1978, California voters passed Proposition 13 which set the property tax rate at a 1.00% fixed amount. This 1.00% is shared by all taxing agencies in which the subject property resides within. In addition to the 1.00% fixed amount, property owners are charged taxes as a percentage of assessed property values for the payment of any voter approved bonds. (2) Overlapping rates are those of local and county governments that apply to property owners within the City. Not all overlapping rates apply to all city property owners. (3) City's share of 1% levy is based on the City's share of the General Fund tax rate area with the largest net taxable value within the city. Educational Revenue Augmentation Fund (ERAF) General Fund tax shifts may not be included in tax ratio figures. (4) Redevelopment Agency (RD) rate is based on the largest RDA tax rate area (TRA) and includes only rate(s) from indebtedness adopted prior to 1989 per California State Statute. RDA direct and overlapping rates are applied only to the incremental property values. The approval of ABX1 26 eliminated RDA from the State of California for the fiscal year 2012/13 and years thereafter. (5) Total Direct Rate is the weighted average of all individual direct rates applied to by the government preparing the statistical section information and excludes revenues derived from aircraft. Beginning in 2013-14 the Total Direct Rate no longer includes revenue generated from the former redevelopment tax rate areas. Challenges to recognized enforceable obligations are assumed to have been resolved during 2012-13. For the purposes of this report, residual revenue is assumed to be distributed to the City in the same proportions as general fund revenue. 161 CITY OF BURLINGAME, CALIFORNIA TOP TEN PROPERTY TAXPAYERS June 30, 2019 (amounts expressed in thousands) (1) 2018-19 Local Combined Assessed Valuation $ Source: San Mateo County Assessor Combined Tax Rolls and the SBE Non Unitary Tax Roll 162 10,624,727 2010 2019 of Taxable Percentage Total Taxable Assessed of Value Rank Value (1) Total 1 Taxable 85,728 Taxable 1.23% Assessed 3 Assessed Taxpayer Value Rank Value (1) HMC Burlingame Hotels LLC 223,639 1 2.04% Bay Park Plaza Associates EQR-NorthPark LP 125,411 2 1.14% HMC Burlingame Hotel LLC Inland American Lodging Burlingame LLC 114,917 3 1.05% HMH SFO Inc. Burlingame Bay LLC 93,939 4 0.86% Stellar Skyline LLC Felcor CSS Holdings LP 60,521 5 0.55% Felcor CSS Holdings LP Burlingame Point LLC 59,422 6 0.54% Northpark LLC MNCVAD-Harvest One Bay LLC 57,014 7 0.52% Harbor View Hotels Inc. EQR Skyline Terrace LP 47,998 8 0.44% Pauls Rollins Road LLC Romel Chicago LLC 42,214 9 0.38% 350 Beach Road LLC Green Banker LLC 42,195 10 0.38% Public Storage $ 867,270 7.90% (1) 2018-19 Local Combined Assessed Valuation $ Source: San Mateo County Assessor Combined Tax Rolls and the SBE Non Unitary Tax Roll 162 10,624,727 2010 Percentage of Taxable Total Taxable Assessed Assessed Value Rank Value (1) 113,619 1 1.63% 85,728 2 1.23% 66,000 3 0.95% 46,592 4 0.67% 46,347 5 0.67% 34,903 6 0.50% 29,008 7 0.42% 27,050 8 0.39% 26,530 9 0.38% 25,513 10 0.37% $ 501,290 7.21% CITY OF BURLINGAME, CALIFORNIA PROPERTY TAX LEVIES AND COLLECTIONS Last Ten Fiscal Years Collected Within Year of Levy Total Collections Notes: (1) In fiscal year 2009-10 as part of the State of California's budget balancing actions, the State borrowed $1,145,268 of the City's property tax revenue, with the promise to repay the Prop 1A loan in three years with 2% interest. These amounts were fully reimbursed by the State of California as of June 30, 2013. (2) Current tax collections are less than the levy due to roll corrections, county administrative charges, and other adjustments which may occur after the date of levy. (3) The City participates in the Teeter Plan under California State law. Under the Teeter Plan, the County remints the entire tax levy and manages delinquent tax collections with the associated interest and penalties. Source: San Mateo County Controller's Office; Audited City financial records 163 Current Delinquent Total Fiscal Total Tax Tax Tax Year Tax Levy Collections % of Levy Collections Collections % of Levy 2010 $ 11,653,813 $ 8,840,920 75.86% - $ 8,840,920 75.86% 2011 11,729,356 10,050,908 85.69% - 10,050,908 85.69% 2012 11,900,220 10,976,456 92.24% - 10,976,456 92.24% 2013 12,446,101 11,762,421 94.51% - 11,762,421 94.51% 2014 13,312,310 12,745,227 95.74% - 12,745,227 95.74% 2015 14,167,158 13,744,014 97.01% - 13,744,014 97.01% 2016 15,144,338 14,512,541 95.83% - 14,512,541 95.83% 2017 16,321,692 15,570,855 95.40% - 15,570,855 95.40% 2018 17,425,188 16,758,071 96.17% - 16,758,071 96.17% 2019 18,469,901 18,490,239 100.11% - 18,490,239 100.11% Notes: (1) In fiscal year 2009-10 as part of the State of California's budget balancing actions, the State borrowed $1,145,268 of the City's property tax revenue, with the promise to repay the Prop 1A loan in three years with 2% interest. These amounts were fully reimbursed by the State of California as of June 30, 2013. (2) Current tax collections are less than the levy due to roll corrections, county administrative charges, and other adjustments which may occur after the date of levy. (3) The City participates in the Teeter Plan under California State law. Under the Teeter Plan, the County remints the entire tax levy and manages delinquent tax collections with the associated interest and penalties. Source: San Mateo County Controller's Office; Audited City financial records 163 CITY OF BURLINGAME, CALIFORNIA GOVERNMENTAL ACTIVITIES TAX REVENUES BY SOURCE (accrual basis of accounting) (amounts expressed in thousands) Source: Audited City Financial records - Governmental Funds 164 Transient Inter - Fiscal Property Sales & Use Occupancy governmental year Tax Tax Tax Other Taxes Revenues Total 2010 $ 13,355 $ 6,276 $ 10,342 $ 1,857 $ 1,506 $ 33,336 2011 13,310 8,041 13,404 2,070 1,500 38,325 2012 13,672 8,495 16,183 2,582 1,896 42,828 2013 14,394 9,199 18,244 4,217 2,115 48,169 2014 15,497 10,196 21,357 2,970 1,625 51,645 2015 16,677 11,101 23,698 3,048 1,648 56,172 2016 17,645 12,828 26,092 3,154 1,435 61,154 2017 18,933 12,089 26,263 3,024 1,383 61,692 2018 20,335 12,820 27,936 3,216 1,653 65,960 2019 21,956 17,820 29,384 3,233 1,980 74,373 Source: Audited City Financial records - Governmental Funds 164 CITY OF BURLINGAME, CALIFORNIA RATIOS OF OUTSTANDING DEBT BY TYPE Last Ten Fiscal Years Governmental Activities Note: Business -Type Activities Pension Lease of Personal Fiscal Revenue Storm Year Bond Drainage 2010 $ 3,950,000 $ 2011 11,555,000 9,805,000 2012 10,935,000 9,560,000 2013 19,985,000 19,630,000 2014 18,889,859 19, 596, 924 2015 16,999, 489 19,083,477 2016 15,040,564 28,920,064 2017 13,773,133 28,060,024 2018 12,465,703 27,169,985 2019 11,118,270 26,249,945 Note: Business -Type Activities Pension of Personal Per Income (1) Total Obligation 3,173 Lease Sewer Water Primary Bonds State Loans Purchase Bonds Bonds Government $ 27,605,000 $ 9,791,549 $ - $ 22,400,000 $ 28,600,000 $ 92,346,549 26,010,000 11,776,097 1,500,000 20,470,000 27,625,000 108,741,097 24,235,000 13,466,890 1,305,907 18,225,000 25,925,000 103,652,797 22,275,000 364,204 1,104,952 17,525,000 24,895,000 105,779,156 20,095,000 320,209 897,598 30,260,807 24,550,763 114,611,160 17,695,000 274,884 683,639 28,729,137 23,372,756 106,838,382 15,050,000 228,210 462,866 27,143,163 22,154,450 108,999,317 12,145,000 - - 25,861,091 21,262,243 101,101,491 8,970,000 24,129,246 19,895,915 92,630,849 8,510,000 22,351,473 18,499,587 86,729,275 Percentage of Personal Per Income (1) Capita (1) 6.61% 3,173 7.78% 3,736 6.91% 3,522 7.14% 3,563 7.74% 3,861 6.41% 3,597 6.03% 3,667 5.44% 3,353 4.77% 3,058 4.11% 2,861 Details regarding the City's outstanding debt can be found in the Notes to the Basic Financial Statements. Furthermore, please reference the schedule of Demographic and Economic Statistics for personal income and per capita data. Data for calendar year 2018 is not available. Therefore, in order to present a useful estimate, personal income data for calendar year 2016 has been used. 165 CITY OF BURLINGAME, CALIFORNIA RATIOS OF GENERAL BONDED DEBT OUTSTANDING Last Ten Fiscal Years Note: The City has had no general obligations bonds outstanding over the last ten years. However, because the 2006 Pension Obligation Bonds are to be repaid with general government resources, they are shown as general obligation bonds included in this table. 166 Percentage of Estimated General Actual Taxable Fiscal Obligation Net Total Value of Burlingame Per Year Bonds Assessed Value Property Population Capita 2010 $ 27,605,000 $ 6,966,598,420 0.40% 29,050 $ 950 2011 26,010,000 7,011,122,988 0.37% 29,342 886 2012 24,235,000 7,111,576,380 0.34% 29,106 833 2013 22,275,000 7,433,066,368 0.30% 29,426 757 2014 20,095,000 7,941,768,868 0.25% 29,685 677 2015 17,695,000 8,445,458,270 0.21% 29,700 596 2016 15,050,000 9,018,355,330 0.17% 29,724 506 2017 12,145,000 9,709,976,378 0.13% 30,148 403 2018 8,970,000 10,356,947,660 0.09% 30,294 296 2019 8,510,000 10,969,409,058 0.08% 30,317 281 Note: The City has had no general obligations bonds outstanding over the last ten years. However, because the 2006 Pension Obligation Bonds are to be repaid with general government resources, they are shown as general obligation bonds included in this table. 166 CITY OF BURLINGAME, CALIFORNIA COMPUTATION OF DIRECT AND OVERLAPPING DEBT* June 30, 2019 2018-19 Assessed Valuation** : $ 10,969,409,058 551,005,360 4.909% City's share of San Mateo County Board of Education Certificates of Participation Total Debt Percent Debt Burlingame School District Certificates of Participation June 30, 2019 Applicable (1) June 30, 2019 OVERLAPPING TAX AND ASSESSMENT DEBT: 11,118,270 100.000% 11,118,270 San Mateo Community College District $ 801,050,076 4.909% $ 39,323,548 San Mateo Union High School District 511,074,086 14.078% 71,949,010 Burlingame School District 119,077,486 94.733% 112,805,675 Hillsborough School District 69,084,933 0.147% 101,555 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $ 1,500,286,581 608,223,628 $ 224,179,788 DIRECT AND OVERLAPPING LEASE OBLIGATION DEBT: San Mateo County General Fund Obligations $ 551,005,360 4.909% $ 27,048,853 San Mateo County Board of Education Certificates of Participation 8,140,000 4.909% 399,593 Burlingame School District Certificates of Participation 3,200,053 94.733% 3,031,506 City of Burlingame General Fund Obligations (Net) 11,118,270 100.000% 11,118,270 City of Burlingame Pension Obligation Bond 8,510,000 100.000% 8,510,000 City of Burlingame - Storm Drainage Revenue Bonds, Series 2010 (Net) 7,871,870 100.000% 7,871,870 City of Burlingame - Storm Drainage Revenue Bonds, Series 2012 (Net) 8,972,819 100.000% 8,972,819 City of Burlingame - Storm Drainage Revenue Bonds, Series 2016 (Net) 9,405,256 100.000% 9,405,256 TOTAL GROSS DIRECT AND OVERLAPPING LEASE OBLIGATION DEBT $ 608,223,628 $ 76,358,167 Less: City of Burlingame General Fund Obligations supported from enterprise revenues 5,435,062 Less: City of Burlingame Pension Obligations supported by enterprise revenues 2,127,500 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT $ 68,795,605 TOTAL GROSS DIRECT DEBT $ 45,878,215 TOTAL NET DIRECT DEBT $ 38,315,653 TOTAL OVERLAPPING DEBT $ 254,659,740 GROSS COMBINED TOTAL DEBT $ 300,537,955 NET COMBINED TOTAL DEBT (2) $ 292,975,393 Ratios to 2018-19 Assessed Valuation: Total Overlapping Tax and Assessment Debt 2.04% * Source: California Municipal Statistics, Inc. Total Gross Direct Debt 0.42% ** Total assessed valuation less other exemptions Total Net Direct Debt 0.35% Source: San Mateo County Assessor Gross Combined Total Debt 2.74% Net Combined Total Debt 2.67% Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Burlingame. This process recognizes that, when considering the City's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and, therefore responsible for repaying the debt of each overlapping government. (1) Percentage of overlapping agency's assessed valuation located within boundaries of the city. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non - bonded capital lease obligations. Source: California Municipal Statistics 167 CITY OF BURLINGAME, CALIFORNIA LEGAL DEBT MARGIN INFORMATION Last Ten Fiscal Years (amount expressed in thousands) (1) California Government, Code Section 43605 sets the debt limit at 15%. The Code section was enacted when assessed valuations were based on 25% of full market value. This has since changed to 100% of full market value. Thus, the limit shown is 3.75% (one-fourth the limit of 15%). 168 Fiscal Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Debt limit $ 261,247 $ 266,684 $ 295,550 $ 295,550 $ 297,816 $ 299,010 $ 323,138 $ 351,979 $ 379,416 $ 402,843 Pension Obligation Bond $ 27,605 $ 26,010 $ 24,235 $ 22,275 $ 20,095 $ 17,695 $ 15,050 $ 12,145 $ 8,970 $ 8,510 Total net debt applicable to the limit as a percentage of debt limit 10.6% 9.8% 8.2% 7.5% 6.7% 5.9% 4.7% 3.5% 2.4% 2.1% Legal Debt Margin Calculation for Fiscal Year 2019 Gross Assessed Valuation $ 10,969,409,058 Multiplied by: (1) 0.0375 411,352,840 Less: Amount of Debt Applicable to Limit 8,510,000 Legal Debt Margin 402,842,840 (1) California Government, Code Section 43605 sets the debt limit at 15%. The Code section was enacted when assessed valuations were based on 25% of full market value. This has since changed to 100% of full market value. Thus, the limit shown is 3.75% (one-fourth the limit of 15%). 168 CITY OF BURLINGAME, CALIFORNIA PLEDGED REVENUE COVERAGE Last Ten Fiscal Years Notes: Details regarding the City's outstanding debt can be found in the Notes to the Basic Financial Statements. Operating expenses, for purposes of calculating debt service coverage, do not include depreciation and amortization. The above reference debt service only includes parity debt. 169 Water Revenue Bonds Less: Net Fiscal Water Operating Available Debt Service Year Charges Expenses Revenue Principal Interest Coverage 2010 11,515,884 6,874,120 4,641,764 950,000 1,249,998 2.11 2011 12,734,554 7,747,436 4,987,118 975,000 1,218,998 2.27 2012 13,708,448 9,112,553 4,595,895 1,225,000 1,232,332 1.87 2013 14,874,705 9,577,242 5,297,463 1,220,000 1,295,085 2.11 2014 16,023,092 8,955,437 7,067,655 1,125,000 942,966 3.42 2015 15,425,234 9,507,833 5,917,401 1,095,000 964,149 2.87 2016 15,178,439 9,945,476 5,232,963 1,135,000 928,601 2.54 2017 -16,385,236 10,933,600 5,451,636 1,240,000 705,220 2.80 2018 18,635,292 11,843,823 6,791,469 1,180,000 772,751 3.48 2019 19,683,908 12,043,332 7,640,576 1,210,000 737,151 3.92 Notes: Details regarding the City's outstanding debt can be found in the Notes to the Basic Financial Statements. Operating expenses, for purposes of calculating debt service coverage, do not include depreciation and amortization. The above reference debt service only includes parity debt. 169 Wastewater Revenue Bonds Less: Net Fiscal Wastewater Operating Available Debt Service Year Charges Expenses Revenue Principal Interest Coverage 2010 12,534,507 6,578,950 5,955,557 365,000 835,723 4.96 2011 14,566,587 6,927,346 7,639,241 375,000 824,648 6.37 2012 16,157,287 6,932,146 9,225,141 405,000 786,381 7.74 2013 16,791,449 6,297,799 10,493,650 700,000 780,966 7.09 2014 16,931,432 6,448,667 10,482,765 750,000 693,981 7.26 2015 15,679,343 7,071,969 8,607,374 750,000 695,633 5.95 2016 15,634,340 6,973,545 8,660,795 785,000 668,183 5.96 2017 15,821,906 7,081,664 8,740,242 870,000 470,705 6.52 2018 15,866,790 7,421,431 8,445,359 795,000 541,101 6.32 2019 15,732,905 8,122,946 7,609,959 820,000 519,101 5.68 Notes: Details regarding the City's outstanding debt can be found in the Notes to the Basic Financial Statements. Operating expenses, for purposes of calculating debt service coverage, do not include depreciation and amortization. The above reference debt service only includes parity debt. 169 CITY OF BURLINGAME, CALIFORNIA DEMOGRAPHIC AND ECONOMIC STATISTICS Last Ten Fiscal Years Sources: (1) California State Department of Finance (2) Income Data: ESRI provided by HDL, Coren & Cone (3) For 2008, education level attained for population 25 years of age and over was not available. (4) State of California Employment Development Department for San Mateo County 170 Personal Income %of Population %of Population (amounts Per Capita 25+ with High 25+ with Calendar expressed Personal School Degree Bachelor's Unemployment Year Population (1) in thousands)(2) Income (2) (3) Degree (3) Rate (4) 2008 28,762 1,747,107 60,744 N/A N/A 3.5% 2009 29,050 1,700,088 58,523 95.3% 53.6% 6.2% 2010 29,342 1,274,382 43,432 94.4% 51.8% 6.5% 2011 29,106 1,396,972 47,996 94.1% 53.4% 5.8% 2012 29,426 1,500,785 51,002 95.2% 54.1% 3.7% 2013 29,685 1,480,747 49,882 95.2% 54.6% 3.0% 2014 29,700 1,667,596 56,148 95.5% 58.3% 3.3% 2015 29,724 1,808,528 60,844 95.8% 58.0% 2.6% 2016 30,148 1,856,902 61,592 96.6% 58.5% 2.3% 2017 30,294 1,943,371 64,150 96.3% 60.5% 2.2% 2018 30,317 2,109,904 69,594 96.4% 63.6% 2.2% Sources: (1) California State Department of Finance (2) Income Data: ESRI provided by HDL, Coren & Cone (3) For 2008, education level attained for population 25 years of age and over was not available. (4) State of California Employment Development Department for San Mateo County 170 CITY OF BURLINGAME, CALIFORNIA PRINCIPAL EMPLOYERS Last Fiscal Year and Nine Years Ago 2018-19 2009-10 Total City Labor Force (2) 18,500 Source: Avenu Insights & Analytics Results based on direct correspondence with city's local businesses. * Includes full and part time ** Includes 2 locations in Burlingame (1) Prior year data provided by previous CAFR. (2) Total City Labor Force provided by EDD Labor Force Data. 171 Number of Percent of Total Number of Business Name Employees Employment (%) Employees (1) Mills -Peninsula Medical Center - Sutter Health 1,976 10.68% 2,000 Lufthansa Service Holding Group Sky Chefs Inc*** 569 3.08% Flying Food Group** 500 2.70% Hyatt Regency SF Airport* 394 2.13% 550 Lahlouh Inc. 350 1.89% 250 Burlingame School District 345 1.86% 270 Burlingame Long Term Care 301 1.63% American Medical response* 287 1.55% 300 Guittard Chocolate CO* 238 1.29% Hilton -San Francisco Airport 184 0.99% Burlingame Millbrae Yellow Cab 800 SF Airport Marriott 600 COIT Services 400 Classic Party Rentals 250 PR 0 Unlimited 250 Total Top 10 Employers 5,144 27.81% 5,670 Total City Labor Force (2) 18,500 Source: Avenu Insights & Analytics Results based on direct correspondence with city's local businesses. * Includes full and part time ** Includes 2 locations in Burlingame (1) Prior year data provided by previous CAFR. (2) Total City Labor Force provided by EDD Labor Force Data. 171 CITY OF BURLINGAME, CALIFORNIA FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION Last Ten Fiscal Years 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Function 39.00 39.00 40.00 20.00 20.00 20.00 General government 19.00 18.00 18.00 18.00 18.00 19.00 Public safety 12.75 53.93 54.38 54.38 54.63 Police: Officers 39.00 37.00 37.00 37.00 37.00 37.00 Civilians 19.00 18.25 18.25 17.25 19.25 19.25 Fire: Firefighters and officers 43.00 - - - - - Civilians 1.75 - - - - - Public works 59.55 61.15 61.15 61.14 61.75 62.74 Community development 12.00 10.00 10.00 10.00 11.00 11.00 Leisure and culture 52.29 49.77 49.77 49.52 51.67 52.18 Note: 37.00 39.00 39.00 40.00 20.00 20.00 20.00 20.00 62.99 62.99 64.99 64.99 11.75 12.75 12.75 12.75 53.93 54.38 54.38 54.63 The Central County Fire Department (CCFD) is a Joint Powers Authority shared by the Town of Hillsborough and City of Burlingame. Please refer to the Notes to the Financial Statements which define the reporting entity. CCFD is a non -disclosed organization, independently governed, and therefore, no longer a reporting unit of the City. Source: City of Burlingame 172 CITY O Comprehensive Annual Financial Report June 30, 2019 CITY OF BURLINGAME, CALIFORNIA OPERATING INDICATORS BY FUNCTION Last Ten Fiscal Years Source: Various city department records. Aquatic Center registrations are not included in fiscal year 2013, due to the transition of programming responsibility from the City of Burlingame to the Burlingame Aquatics Club. Police statistical data has been presented on a calendar year basis. Central County Fire Department data is now reported with the Central County Fire Department CAFR. 174 2010 2011 2012 2013 2014 2015 Function Police Calls for Service 29,124 30,865 39,724 41,651 40,773 40,854 Physical arrests 438 348 508 560 634 586 Crimes Reported 1,797 1,516 1,879 1,799 1,787 1,878 Traffic Stops 5,255 3,683 5,692 8,057 9,455 6,506 Fire Number of calls answered 4,267 4,152 N/A N/A N/A N/A Inspections 1,414 4,195 5,700 5,662 N/A N/A Public works Street repair (sq. ft.) 10,000 14,154 10,678 15,560 12,600 13,650 Sidewalk & curb repair (sq. ft.) 4,000 5,468 2,539 1,985 2,100 43,789 City planning Plans checked 364 355 366 499 554 500 Planning applications reviewed 131 144 134 125 94 120 Building Permit issued N/A N/A 1,075 1,229 1,185 1,230 Inspections conducted N/A N/A 5,161 5,662 5,280 5,600 Leisure and culture Recreation Class Participants 13,607 13,821 13,657 11,982 13,428 13,424 Library circulation 713,394 696,096 721,132 761,795 753,694 647,128 Tree plantings 222 229 164 271 230 198 Tree trimmings 1,831 1,785 1,712 1,621 1,943 2,866 Water New connections 50 37 20 10 21 16 Main and valve repairs 15 19 19 15 17 26 Millions of gallons purchased 1,600 1,474 1,190 1,519 1,497 1,340 (millions of gallons) Wastewater Average daily sewage treatment 3.30 2.60 2.60 2.60 2.60 3.00 (millions of gallons) Preventive Maintenance, main cleaning (F 450,000 404,488 299,212 330,586 270,000 366,774 Source: Various city department records. Aquatic Center registrations are not included in fiscal year 2013, due to the transition of programming responsibility from the City of Burlingame to the Burlingame Aquatics Club. Police statistical data has been presented on a calendar year basis. Central County Fire Department data is now reported with the Central County Fire Department CAFR. 174 2016 2017 2018 2019 41,553 41,673 46,540 48,917 770 768 800 621 2,222 1,885 1,915 1,985 4,812 5,003 5,178 5,227 N/A N/A N/A N/A N/A N/A N/A N/A 12,545 13,704 9,891 3,258 2,557 52,557 4,262 3,580 494 418 436 516 86 112 129 162 1,280 1,226 1,278 1,201 6,135 5,722 7,433 7,099 13,331 13,787 14,537 14,507 720,000 688,058 658,754 730,751 271 240 257 248 1,520 1,830 2,081 2,076 20 4 2 3 16 22 21 22 1,164 1,058 1,232 1,235 2.81 3.55 2.82 3.11 220,192 202,812 342,422 380,405 175 CITY OF BURLINGAME, CALIFORNIA CAPITAL ASSET STATISTICS BY FUNCTION FOR FISCAL YEAR 2018-19 (COMPARED TO 5 YEARS AGO) Note: Historical data is not available. Includes Hillside Fire Station which is currently closed. Source: City of Burlingame 176 2014 2019 Function Public works Streets (miles) 152 152 Streetlights 1,700 1,800 Traffic signals 14 18 Water Water mains (miles) 107 107 Fire hydrants 826 835 Maximum daily capacity 2,850 2,850 (thousands of gallons) Sewer Sanitary sewers (miles) —100 130 Storm sewers (miles) 42.0 50.0 Maximum daily treatment capacity 4,100 4,100 (thousands of gallons) Storm drain pump station 5 5 Note: Historical data is not available. Includes Hillside Fire Station which is currently closed. Source: City of Burlingame 176 P& MAZE &ASSOCIATES INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Honorable Mayor and Members of City Council of the City of Burlingame, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the basic financial statements of the City of Burlingame, California, as of and for the year ended June 30, 2019, and have issued our report thereon dated October 30, 2019. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Accountancy Corporation 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 177 T 925.930.0902 F 925.930.0135 E mazeOmazeassociates.com W mazeassociates.com Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. We have also issued a separate Memorandum on Internal Control dated October 30, 2019 which is an integral part of our audit and should be read in conjunction with this report. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. -1 atl.- &' A55odate6- Pleasant Hill, California October 30, 2019 178 e 99"" AMIN AGENDA NO: 11a BURLINGAME Memorandum MEETING DATE: December 16, 2019 To: City Council Date: December 16, 2019 From: Mayor Donna Colson Subject: Committee Report December 3, 2019 Assemblyman Kevin Mullin Legislative Update SB50 Discussion of local control and to extent that cities can develop consensus language that builds in flexibility, so that cities that are doing the right thing like planning and building can opt out. ADU policy - Can we do a clean up bill to see if we need to fix things that seem to be creating problems? Possibly want to work with Home For All to figure this out. Conversation about homelessness - what is it state can do? Also, we are working with the HCDC to develop a presentation about homeless statistics and work being done. Ray Hodges Tax Reform Discussion - Regional sales tax reform, split roll initiative on the ballot is really a conduit for a broader tax discussion. May pull off the ballot and work to modernize the taxes and smooth out the volatility in event of recession. Need the large businesses to come to the table and this is the challenge and how it will work. Pensions - There are many cities not doing well and the state has a significant unfunded liability and that is another issue that is a statewide challenge with pressure December 9, 2019 PCE Meeting Executive Board • CEO Update - Have filled several of the open positions at PCE and continue to recruit for several others. • Conversation around Power Content including if we want large hydro and then nuclear • Calpine Agreement (Leslie) - We pay $1.05 per active meter per month. We also have a dedicated team of PCE call agents (3-4) and answer M -F 7AM to 7PM. Unlimited rate changes per year. • New proposed - about a 10% savings $25K month and 0.85 per active meter for fixed 5 year term. Move hours back 8-5PM and that really helps. Maybe share a pool of agents with the other CCAs. Include fewer number of rate changes - one structural (adding a new rate, or something that requires programming) and two value (this is just to adjust the 1 Colson Committee Report December 16, 2019 dollar change and not the structure) only rate changes and then add more data tools to platform under development to provide PCE more dynamic data access. Right to leave the arrangement in three years. Also, thoughts about Calpine "selling" this to the CCAs. Discussion of Customer Owned Utility Operating Principles - Review several proposals and creating a PCE recommendation of what we can support. Complex questions overall. PCE Finance and Audit Committee Meeting • New PCE Account Executive • Reviewed and approved A and F dates for 2020 • Approved quarterly BOD Financial reporting • Proposed Reserve Policy review • Review of the Request for Proposal for future fixed income manager December 9, 2019 SMC Flood and Sea Level Rise Resiliency Basic set up work - finance, staffing and insurance Regional Stormwater Program - state mandated implementation o Number of cities are already doing this work on their own o Regional Projects are ID o Green streets - high, medium and low o Target 18.5% reduction of stormwater and 385.5 acres For cities - Green Streets are really focused on cities o Each city has to do their own proportional work - if we ignore boundaries and say do where most cost effective, we can reduce the effort and o Result for 2040 is 3,500 acres of impervious removed and 45,000 acre SF targeted o C/CAG has $2.94M and match county $ l 00k so we can do better job of collaboration of projects and send $100k to create a business case of why we should work together and do a countywide stormwater MOU o C/CAG Split funding San Bruno, Belmont and RWC projects that are needed immediately o Sustainable streets master plan - getting funding for this so we can target for the County o Climate Change Frequency Shift - shows more chance of large storms and they will be more often - 200 year volumes with 100 year timing issues Funding History of MOU and SFC JPA Projects - o Update on San Francisquito Creek - southern boarder of County o Funding $1 mm operating budget, over $125 million in funding since 2010 towards planning, design, construction and maintenance of SFCJPA projects. o Local - 5 founding agencies, EPA sanitation o State - CalTrain Dept Water Res, Coastal Conservancy o Federal - FEMA, Fish and Wildlife, Corps o Private - PGE and Facebook o Future - Grants, Bay Restoration Authority, Companies/Utilities/Developers, Aggregate private flood insurance, cap and trade carbon market, new finance district bond 2 Colson Committee Report o Working with target 10 feet above SLR expectations Peninsula Clean Energy December 16, 2019 • PCE maintained its low opt out levels near 2% for Burlingame • PCE also continues to provide electricity at 5% below PGE resulting in about $18 million in savings countywide and 105,000 estimate metric tons of carbon avoided. This also equals about 22,290 gas cars from the road in one year. • We began a strategic planning effort and retained an outside consultant to gather facts and information for Board consideration - Saturday January 11, 2020 is our next planning meeting date. • Sponsored the Go Electric program to provide EV incentives totaling between $4,000- $5,000 off the purchase or lease of a new electric car. We also have a program for low- income 50% of AMI for used cars. • PCE awarded grants to six innovative local pilot projects to reduce GHG emissions, support low-income customers and advance electric transportation. • Our financials are strong - we received our first credit rating and have significant operating reserves as well as funds allocated to GHG reduction programs. • PCE is also working with individual cities to establish electric reach codes for construction SMC Home For All and SMC Housing and Community Development Committee SMC HFA has made significant strides this year working with individual cities to provide assistance on the community conversations around o Second Units o Multi -Family Housing o Development Incentives o Parking and Transit o Impact Fees and Inclusionary Housing This year, the effort was reorganized into a series of groupings focused on the following areas: o Housing and Climate Change o Housing and Mobility/Transportation o Educator Partnership for Workforce Housing o Funding and Legislative We are also working on a pilot web tech to combine all the housing opportunities into one location where people can submit and application and then it matches what is open and can get them into the lottery - based on SF model. HCDC is preparing a summary of the housing built with Measure K funding and the affordability levels achieved. They are also working on a presentation with data for updates on homelessness in SMC. We can request this presentation later in 2020 when complete. SMC Flood and Sea Level Rise Resiliency District and C/CAG Resource Management and Sea Change Burlingame • The District officially forms on January 1, 2020 3 Colson Committee Report December 16, 2019 • The District is being initially funded by each city's annual contribution - total operating budget is funded for three years. Project funding is from various sources - similar to transportation infrastructure funding. • We are retaining a new CEO at this time - interviews early January • Priority is a permanent funding source that can pay for SLR • The County lead effort will dovetail with work done by local cities. County is providing grants to cities so they can begin the bottom up work. • Sea Change Burlingame has begun work to assess the five reaches that we have here and is working with a technical committee that includes adjacent SFO and Millbrae to develop a comprehensive plan. Rollins Road District Have issued an RFP for potential technical assistance with responses due in December. Should be actively starting in IQ 2020. Staff continues to work on zoning and construction guidelines. 4 BURL— iNGAME JAGENDA NO: 11b Memorandum MEETING DATE: December 16, 2019 To: City Council Date: December 16, 2019 From: Councilmember Keighran Subject: Committee Report Advanced Life Services: The JPA and County Board of Supervisors approved a new five year contract with American Medical Response to provide countywide paramedic first response services, except within the City of South San Francisco, through a subcontract with the San Mateo County Pre Hospital Emergency Services Group (JPA) which consists of sixteen jurisdictions. The arrangement provides advanced life support first response service to the entire County and provides for assistance from four fire departments for primary and back-up ambulance transport services. Office of Emergency Services: The Office of Emergency Services is responsible for alerting and notifying appropriate agencies within the County's 20 cities when disaster strikes. There has been a strong effort to increase the amount of SMC subscribers in San Mateo County. There has been strong involvement with SB821 which provides an opportunity for the purpose of alert and warning to enter into an agreement to access contact information of residents through the records of public utilities. There was an annual preparedness survey report done in which the Joint Powers Authority requires that the cities take a poll on how we are doing on emergency preparedness. There was 100% response. There also have been discussions on N95 masks in which there was controversy on whether the really cause more harm than good. It is important that these respirators need to be properly fitted and a health screening should be conducted to make sure residents are capable of functioning with one on. With all the fires throughout California, this has been a topic of frequent discussion. The budget was passed. The 2019-2020 proposed budget totals $3,021,697. Service levels remain unchanged and the increases are due to negotiated salary and benefit increases. There have also been discussions on the Public Safety Power shutoffs. This is in order to further reduce wildfire risks and help keep residents safe in our communities. There has also been agreement to promote recognition of language diversity in emergency planning and support Senate Bill 160 which will expand emergency planning and alert systems in order to communicate with all residents in case of an emergency. Addressing the need for cultural competency in emergency planning is a crucial step in safeguarding all Californians from the increasing threat of disasters and emergencies. The need for improved translation and interpretation services within the emergency alert network and evacuation procedures is essential. Looking forward, San Mateo County will need to update its emergency plan to integrate access and functional needs into its emergency plan in order to address communications with all cultural populations within its jurisdiction. 1 Keighran Committee Report Home For All: December 16, 2019 The goal for this group is to close the jobs -housing gap. There has been the development and the building of partnerships in order to bring the community and councils to discuss and implement options to increase the amount of housing in San Mateo County and also protect the existing stock and keep if affordable when possible. There as been a push for building of ADU's in addition to allotting $50 million of Measure K money in a two year fiscal period. $10 million in County money has been provided to match funds to preserve market -rate affordable units. Housing for All has worked with many cities in order to develop and implement housing policies and programs in each jurisdiction. These included but are not limited to renter protections, building ADU's, implementing commercial and residential impact fees, building BMR's, inclusionary housing and rehabilitation of older housing stock just to name a few. There have been over 200 housing bills that have been reviewed at the state level and frequent meetings around the pros and cons of SB 50. The Community Engagement Program has been a huge success with many cities participating in the pilot program. The goal was to increase the overall amount of housing available by utilizing inclusive and innovative engagement and communications strategies to help the community better understand and support local solutions for housing related issues. Cities, such as Burlingame had the opportunity to work with Common Knowledge consultants on a community engagement project. This was a collaborative, learning exchange. Economic Development: This subcommittee has been busy this year. We developed a fagade improvement pilot program and discussed strategies and tactics on a Burlingame Shop Local Campaign which would support local retailers and other small businesses. There was a focus on upkeeping storefronts in Burlingame. Properties not well maintained were sent letters. Businesses in general have done a very good job in maintaining their property. With the extra attention, vacant property landowners are doing a better job with property maintenance. There has been a push for acceptable window coverings and visual examples have been provided to landowners that exhibit good examples. This year we had a first Burlingame talks Shop retail summit which had a wonderful turnout. The panelists had interesting and unique things to share. One of the important themes that came out of this summit was promoting a wide range of types of businesses and changing regulations to expedite businesses coming in. From this subcommittee, a commercial recreation ordinance amendment went in front of the Council and was approved. We met with the Burlingame Hoteliers and had a vibrant discussion on a variety of topics. Some include the excitement about the prospect of additional workers at Oculus, the desire to revise shuttle schedules, and an update on Topgolf. Also, there was discussion on the concern of short- term rentals. Burlingame has approximately 142 units available with a $188.00 average daily rate. The hoteliers feel those businesses should be paying TOT. This subject was recently brought up at a study session this month in front of the City Council. More research will be done and some direction was given to the City attorney moving forward. Council of Cities Domestic Violence Council Comprehensive services are provided by the District Attorney's office Victim Services Division. They are criminal justice based advocates and they work with prosecutors and law enforcement. In 2018, they served 13,000 victims of crime. Of those, 2,200 were domestic violence victims. There have been low numbers of Domestic Violence deaths. There is an outpatient treatment center called El Centere de Libertad in both Redwood City and Half Moon Bay. It has a 52 week Batterer Intervention Program. In addition, there is a youth intervention and school-based 2 Keighran Committee Report December 16, 2019 prevention education program. They focus on skills such as communication, self-awareness, emotional regulation and replace passive skills with assertive, diplomatic ways. 3 BURL AGENDA NO: 11c Memorandum MEETING DATE: December 16, 2019 To: City Council Date: December 16, 2019 From: Councilmember Ortiz Subject: Committee Report 2019 Activities 1. Airport Land Use Commission -re-elected as Chair. Making determinations on land use relating to our three airports. The Committee reviews projects that may fall within the influence area to determine compatibility with our Airport Land Use Compatibility Plan 2. Central County Fire Board -Board Member -Finishing my second year as a Board Member. This year we worked primarily on labor agreements and infrastructure upgrades. Negotiated labor agreements to arrive at a fair arrangement for our firefighters and management. Discussed upgrades to our stations and how the cost is shared by the member Cities. 3. Audit Committee -Member -Received the results of the City's audit. The auditor was very complementary to our staff and the process. We received the highest rating. 4. City/County Association of Governments -Discussed many transportation and environmental issues. Highlights include decisions made regarding our 101 Managed Lanes project where we collaborated with the Transportation Authority to create a new JPA to govern the new infrastructure. We also had long discussions regarding the formation of Sub -Regions to work on allocating RHNA numbers. Ultimately, we did not have agreement and each City will now receive their allocation from MTC. Joined the Finance Committee. 5. Community Center Advisory Committee -Had many meetings to discuss details of the architectural plans for the new Community Center. 6. Parks Master Plan Committee -Met periodically to discuss progress on the development of this important document. The final version is now being circulated before being released. 7. SFO Community Roundtable -re -appointed as Vice Chair. Focused on small requests to the FAA for changes in their routes. Made small progress with the FAA agreeing to review certain procedures in order to reduce noise. 1 Ortiz Committee Report December 16, 2019 SFO Community Roundtable -Ground Based Noise Sub -Committee - Chair -was named Chair for this important subcommittee exploring causes of increased noise from takeoffs. Had multiple meetings where experts and Airport officials shed light on causes and possible mitigating actions. 2 AGENDA NO: 11dABURLINGAME MemorandumMEETING DATE: D ecember 16,2019 S111"*m=W To: City Council Date: December 16, 2019 From: Councilmember Brownrigg Subject: Committee Report South Bay Waste Management Agency The Agency had a very successful bond offering this summer, refinancing old more expensive bonds at today's low rates. At my suggestion, we went through the process of having the bonds deemed "green" (meaning environmentally friendly), making these the first green infrastructure bonds in San Mateo County and capturing an even lower interest rate. As a result, our financing generated about $20 million in investment capital while lowering our annual debt payments by $500,000/annum. These bonds will be used to make two main upgrades at the Shoreway Center off 101 in San Carlos. First, we will invest in new technology that strips the organic waste (mostly food waste) out of the black garbage stream. This will keep the organic waste from going to landfill, where it becomes the very powerful greenhouse gas, methane. Our machinery at Shoreway will turn it into a slurry that ultimately we pipe next door to the waste water treatment plant, where it will be converted into biogas and then into energy. The medium term plan is to bring the biogas back to Shoreway to fuel new Recology garbage trucks in the 2022 timeframe, replacing diesel trucks. We could be one of the first large net zero carbon garbage facilities in the state. The second major part of the investment is in better paper sorting technology. It is often said in the press that China has slammed the door on recycling. That is not really true. What they have slammed the door on is taking garbage that is masquerading as recyclable materials. The Chinese moved aggressively into paper recycling two decades ago because they realized their fast growing market would consume a lot of paper and they don't have a lot of virgin forests to cut down to make paper, so they decided to recycle the world's waste paper. The problem is, the world increasingly sent them tainted, soiled paper that cannot be recycled. Our new technology will sort the paper into much cleaner packs. Mixed paper today may fetch $10/ton at most; indeed, some facilities are actually paying people to take it off their hands. After our investment, and being able to sort paper into clean piles for China and elsewhere, we will generate $100/ton in revenue. This investment is forecast to pay for itself within 3 years. I serve as Chairman of the Zero Waste Committee that helped conceive and push through both initiatives. I also serve on the Finance Committee where we developed the financing mechanism to help pay for these upgrades without costing our rate payers a single extra dime. 1 Brownrigg Committee Report December 16, 2019 That's the good news. The bad news is that Sacramento continues to create new mandates, some of which will be very expensive to implement. One of them in particular concerns removing organic waste from landfill. Sacramento's prescription is that every garbage agency establish a new pickup route for organics and we make every household and business separate organics out. Any time there is a new pick up service, costs go way up. We are hoping that our approach, which lets residents keep doing what they are doing and uses the current pick up system, and then sorts out the organic waste at the transfer station, will allow us an exemption. If so, this will be another big financial benefit from this investment. There are two other significant legislative goals for us in the period ahead. The first is to set up a more robust battery collection fee system. We will urge Sacramento to create a CRV for batteries like we have for bottles, so consumers are incented to return them properly and get a refund. Garbage facilities around the nation are catching on fire from lithium ion batteries that are mistakenly entered into the waste stream. We will also be lobbying for the bill that puts significant new restrictions on plastic that is not recyclable. Basically, if you see a number 3-7 in the triangle on the plastic clamshell, it is going to landfill because there is no market for the recycled material. So we will argue that if it cannot be recycled, it ought not be manufactured. This will save the environment AND it saves landfill costs for us. Ox Mountain, our current landfill (on the way to Half Moon Bay) is about 11 years away from being full. When it becomes full, our expenses and GHG emissions from trucking will go way up. Let's postpone that day as long as we can! HEART FINANCING BOARD There is less to report at HEART. The work continues; we have projects underway in Redwood City and Pacifica, among others. The budget is quite modest and so the work is relatively modest. I hope to work with the Executive Team to develop additional sources of capital in the future, so that we can expand first time home buyer programs and the crucial pre -development loans that HEART makes for affordable housing developments. CHAMBER OF COMMERCE The Mayor and I serve on the Chamber of Commerce board as advisors. It was a good year with very positive interactions. I think the business community appreciates getting updates from the city on housing, development and other key legislative and development priorities. We were able to engage their help on several initiatives over the year. Council Work Groups on Sea Level Rise and EI Camino Real Upgrades We have reported on the Sea Change Burlingame work over the last couple of months. We will look for an opportunity to brief on the ECR Work Group early in 2020. Both efforts are significant infrastructure challenges which, if met, will deliver safer, more secure and hopefully a more beautiful future for Burlingame residents. 2